Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2010
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 333-156942
RX TECHNOLOGIES CORP.
---------------------
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 26-3891952
------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7076 SPYGLASS AVENUE
PARKLAND, FL 33076
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(Address of principal executive office and zip code)
(954) 599-3672
--------------
(Registrant's telephone number, including area code)
n/a
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Securities Registered Pursuant to Section 12 (B) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
PREFERRED STOCK PAR VALUE $0.001 NONE
COMMON STOCK PAR VALUE $0.001 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 |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information 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, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
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 Act). Yes | | No |X|
As of December 31, 2010, the aggregate market value of such shares held by
non-affiliates of the Registrant's common stock was approximately $12,500.
Shares of the Registrant's common stock held by each executive officer and
director have been excluded in that such persons may be deemed to be affiliates
of the Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OF STOCK SHARES AS OF FEBRUARY 10, 2011
------------------------------- ------------------------------
Preferred Stock, $0.001 par value 0
Common Stock, $0.001 par value 55,821,850
RX TECHNOLOGIES CORP.
FORM 10-K
For the Fiscal Period Ended December 31, 2010
TABLE OF CONTENTS
Page
----
Cautionary Note Regarding Forward-Looking Statements ....................... 3
Availability Of Information ................................................ 4
PART I
Item 1. Business ..................................................... 5
Item 1A. Risk Factors ................................................. 10
Item 1B. Unresolved Staff Comments .................................... 14
Item 2. Properties ................................................... 14
Item 3. Legal Proceedings ............................................ 14
Item 4. Submission Of Matters To A Vote Of Security Holders .......... 14
PART II
Item 5. Market For Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities ........... 14
Item 6. Selected Financial Data ...................................... 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations Results of Operations Year Ended
December 31, 2010 vs. Year Ended December 31, 2009 .......... 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ... 19
Item 8. Financial Statements and Supplementary Data .................. 19
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure .................................... 19
Item 9A. Controls and Procedures ...................................... 20
Item 9B. Other Information ............................................ 22
PART III
Item 10. Directors, Executive Officers and Corporate Governance ....... 22
Item 11. Executive Compensation ....................................... 25
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters ............................. 26
Item 13. Certain Relationships and Related Transactions, and Director
Independence ................................................ 27
Item 14. Principal Accounting Fees And Services ....................... 28
PART IV
Item 15. Exhibits - Financial Statement Schedules ..................... 28
OTHER
Signatures ................................................... 29
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking" statements as defined in Section 27A of the Securities Act of
1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements include, but
are not limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements relating to our
future activities or other future events or conditions. These statements are
based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. Forward-looking statements
can be identified by, among other things, the use of forward-looking language,
such as the words "plan," "believe," "expect," "anticipate," "intend,"
"estimate," "project," "may," "will," "would," "could," "should," "seeks," or
"scheduled to," or other similar words, or the negative of these terms or other
variations of these terms or comparable language, or by discussion of strategy
or intentions. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and are likely to, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from
time to time in this Annual Report on Form 10-K, including the risks described
under "Risk Factors," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in this report and in other documents which
we file with the Securities and Exchange Commission. In addition, such
statements could be affected by risks and uncertainties related to our ability
to raise any financing which we may require for our operations, competition,
government regulations and requirements, pricing and development difficulties,
our ability to make acquisitions and successfully integrate those acquisitions
with our business, as well as general industry and market conditions and growth
rates, and general economic conditions. Any forward-looking statements speak
only as of the date on which they are made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this report.
This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These forward-looking statements involve risks
and uncertainties, and relate to future events or our future financial or
operating performance. These statements include, but are not limited to,
statements concerning:
o the anticipated benefits and risks of our business relationships;
o our ability to attract retail and business customers;
o the anticipated benefits and risks associated with our business
strategy;
o our future operating results;
o the anticipated size or trends of the market segments in which we
compete and the anticipated competition in those markets;
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o potential government regulation;
o our future capital requirements and our ability to satisfy our capital
needs;
o the potential for additional issuances of our securities;
o our plans to devote substantial resources to our sales and marketing
teams;
o the possibility of future acquisitions of businesses, products or
technologies;
o our belief that we can attract customers in a cost-efficient manner;
o our belief that current or future litigation will likely not have a
material adverse effect on our business;
o the ability of our online marketing campaigns to be a cost-effective
method of attracting customers;
o our belief that we can internally develop cost-effective branding
campaigns;
o the results of upgrades to our infrastructure and the likelihood that
additional future upgrades can be implemented without disruption of our
business;
o our belief that we can maintain or improve upon customer service levels
that we and our customers consider acceptable;
o our belief that our information technology infrastructure can and will
support our operations and will not suffer significant downtime;
o statements about our community site business and its anticipated
functionality;
o our belief that we can maintain inventory levels at appropriate levels
despite the seasonal nature of our business; and,
o our belief that we can successfully offer and sell a constantly
changing mix of products and services.
AVAILABILITY OF INFORMATION
You may read and copy any materials the Company files with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Copies of such materials also can be obtained free of charge at the SEC's
website, www.sec.gov, or by mail from the Public Reference Room of the SEC, at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the Public Reference Room. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. This
information can be accessed at the web site http://www.sec.gov.
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PART I
ITEM 1. BUSINESS
BACKGROUND AND CORPORATE INFORMATION
------------------------------------
INTRODUCTION
RX TECHNOLOGIES CORP. ("THE COMPANY") is a development stage company,
incorporated in the State of Florida on November 15, 2008. The company is
currently developing in two (2) primary areas as follows:
RXTC DATABASE PROCESSES
The RxTC database is for prescription drug databases. The RxTC Solution
is a secure, easy-to-use and minimum cost service for confronting
prescription drug abuse and diversion. The RxTC Solution is a
comprehensive secure validation, monitoring and reporting procedure
integrated with a visual identification verification system. The
process immediately prevents "doctor shopping," individuals going to
more than one physician at a time to obtain prescription drugs. By
deploying the RxTC Solution, patient's identities can be verified and
validated. Physicians and pharmacists will immediately have live,
real-time data available for scrutiny and could receive important
alerts and valid dispensing histories. Secondary verification at the
point of dispensing could further eliminate the potential for fraud and
other more serious crimes.
THE WEBSITE - GIFTCARDDIGEST
The website ("www.giftcarddigest.com") under development is designed to sell
individual gift cards consisting of over 100 separate and distinct merchants.
Our basic concept is an offering of over 100 gift cards so the customer can
select from various alternatives for their gift card purchases having the
feature of customer service and free standard shipping. We anticipate that our
customers will have a good experience because of the consolidated approach of
purchasing an assortment of distinct and separate gift cards using our web site
to consolidate substantially all their gift card purchases. The company on
November 16, 2008 entered into a contract with an independent contractor (BSP
Rewards Inc.) to fulfill and provide gift cards and back office accounting. This
contract is currently being reviewed by the parties since the parent company of
the independent contractor has merged in the fourth quarter of 2009 and there
are no assurances that the current contractual relationship will be continued.
We commenced our initial public offering on May 21, 2009, pursuant to that
certain Registration Statement on Form S-1 (Commission File No. 333-156942),
which was declared effective by the Securities and Exchange Commission on that
date. We registered 3,000,000 shares of Common Stock for sale by the Company for
an aggregate offering price of $30,000. We sold 1,000,000 shares of Common Stock
in the offering. The offering provided proceeds to us in the amount of $10,000.
On April 28, 2010, we filed Amended and Restated Articles of Incorporation with
the Secretary of State of Florida which:
o changed the name of the corporation to Rx Technologies Corp.,
o increased the number of authorized shares of common stock from
100,000,000 shares to 500,000,000 shares and fixed a par value of
$0.001 per share,
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o authorized a class of 10,000,000 shares of blank check preferred stock,
par value $0.001 per share, and
o included indemnification provisions customary under Florida law, as
well as election not to be governed by the provisions of the Florida
Business Corporation Act governing affiliated transactions and an
election to be governed by the provisions related to control share
acquisitions.
On April 30, 2010, we entered into an Intellectual Property Agreement with Mr.
Evan Brovenick, the developer and owner of the RxTC database processes for
prescription drug databases. Pursuant to this agreement, the Company acquired
solely the intellectual property and related rights. The total consideration for
the intellectual property purchased was the issuance of 37,221,850 common shares
of our company. The issued common shares were allocated, in part, to certain
other associates involved with facilitating the development of the intellectual
property as defined in the Intellectual Property Agreement.
We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Managements Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources." We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.
The following description of our business is intended to provide an
understanding of our Company and the direction of our strategy.
STRATEGY AND SERVICE
We have established that there is an extensive market for creation of a database
for certain prescription drugs sold through drug retailers, pain clinics and
other retailers for these types of drugs. and the sale of gift cards offering
savings for purchases on the internet with independent merchants.
RX TECHNOLOGIES CORP. intends to offer consumers the ability to purchase gift
cards of over 100 independent merchants through our website
(www.giftcarddigest.com).
THE MARKET
There is no way to accurately estimate the overall market for RxTC Solutions and
the sale of gift cards through our unique website.
MANAGEMENT
It is intended that our President will provide all the labor for the company
initially and then hiring either employees or using independent contractors as
sales growth demands.
The company on November 16, 2008 entered into a contract with an independent
contractor (BSP Rewards Inc.) to fulfill and provide gift cards and back office
accounting. This contract is currently being reviewed by the parties since the
parent company of the independent contractor has merged in the fourth quarter of
2009 and there are no assurances that the current contractual relationship will
be continued.
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SALES AND MARKETING
We intend to hire independent contractors to do the website marketing and
Maintenance and develop the database for the RxTC Solution. There are several
companies readily available to assist in our development of both the web portal
for gift cards and creating the database for the RxTC Solution. We believe we
can do this in an economical and effective manner.
ADVERTISING
Advertising will be done primarily through internet search engines and through
independent contractors. There are independent entities that have effective
experience in the utilization of pay per click advertising through the internet
process. Additionally there are methods of improving "web presence" on search
engines by means without the need for pay per click. Both methods will be used
to attempt to establish our web site (www.giftcarddigest.com)as a credible web
site to attract members for our program.
COMPETITION
There are many competitors for both of our development stage products. We
believe the most effective way to be successful against this competition is a
combination of quality products having exceptional customer service. Our
experience tells us that there are many companies selling inferior programs and
very few companies willing to truly put their stamp on customer service. We
intend to make ourselves available by phone and email to customers on a personal
level Inquiries will typically be responded to within minutes. This type of
service is typically lacking in internet sales and prescription databases.
STAFFING
As of February 10, 2011, RX TECHNOLOGIES CORP. has no permanent staff other than
its officers and directors. Michael McManus, who is the President and Chairman
of the company and Shepard Doniger is Chief Financial Officer and Secretary Both
Mr. McManus and Mr. Doniger has the flexibility to work on RX TECHNOLOGIES CORP.
up to 15 hours per week. Both are prepared to devote more time to our operations
as may be required and have not received any fixed salary except for the
issuance of 1,000,000 common shares as members of the board of directors for the
year ending December 31, 2010.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, RX TECHNOLOGIES CORP. has no employees other than its current
officers and directors. There are no employment agreements in existence. The
company presently does not have, pension, health, annuity, insurance, stock
options, profit sharing, or similar benefit plans; however, the company may
adopt plans in the future. There are presently no personal benefits available to
the company's director but each director received a fee of 1,000,000 common
shares for services rendered for the year ending December 31, 2010.
During the initial implementation of our marketing strategy, the company intends
to hire independent consultants to develop and market its products, rather than
hire full time development, consulting, marketing and administrative employees.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the filing of the Form 10-K for the period ended December 31,
2010 includes a number of forward-looking statements that reflect our current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: "believe", "expect", "estimate",
"anticipate", "intend", "project" and similar expressions, or words which, by
their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
prospectus. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or our predictions.
We are a development stage company and have not yet generated or realized any
revenues from business operations. Our auditors have issued a going concern
opinion. This means there is substantial doubt that we can continue as an
on-going business for the next twelve (12) months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues and
no revenues are anticipated until we begin marketing our products to customers.
Accordingly, we must raise cash from sources other than revenues generated such
as from the proceeds of loans, sale of common shares and advances from related
parties.
From inception (November 15, 2008) to December 31, 2010, the company's business
operations have primarily been focused on developing our business plan and
obtaining market research.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. RX TECHNOLOGIES CORP. was incorporated in the
State of Florida on November 15, 2008; we are a development stage company
attempting to enter into the internet sales market and prescription drug
database industry. We have not generated any revenues from our operations. We
cannot guarantee we will be successful in our business operations. Our business
is subject to risks inherent in the establishment of a new business enterprise,
including the financial risks associated with the limited capital resources
currently available to us for the implementation of our business strategies.
(See "Risk Factors"). To become profitable and competitive, we must develop the
business, marketing plan, and execute the plans. Our officers and directors
undertake to provide us with initial operating and loan capital to sustain our
business plan over the next twelve (12) month period partially through advances
from related parties, sale of securities and we will seek alternative financing
through means such as borrowings from institutions or private individuals.
PLAN OF OPERATION
Since inception (November 15, 2008) to December 31, 2010, RX TECHNOLOGIES CORP.
has spent a total of $67,566 on the start-up development costs and we have not
generated any revenue from business operations.
The company incurred expenditures of $25,625 for accounting services, the
preparation of audited financial statements, tax returns and legal services. The
company also had expenditures of $26,941 for general administrative costs,
independent consultants and amortization. For the year ending December 31, 2010,
we expensed a total director's fee of $15,000.
Since inception, the majority of the company's time has been spent refining its
business plan, marketing, conducting industry research, and preparing for
additional financing and funding of operations.
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OUR CHALLENGES
Our ability to successfully operate our business and achieve our goals and
strategies is subject to numerous challenges and risks as discussed more fully
in the section titled "Risk Factors," including for example:
o any failure to expand our operations and web presence to sufficiently
meet our customers' demands and our ability to attract new clients;
o any inability to effectively manage rapid growth and accurately project
market demand for our product offerings;
o risks associated with future investments or acquisitions;
o economic, political, regulatory, legal and foreign exchange risks
associated with web-based enterprises;
o any loss of key members of our senior management; and,
o unexpected changes in economic situations or legal environment.
You should read and consider the information set forth in "Risk Factors" and all
other information set forth in this filing.
SUMMARY FINANCIAL INFORMATION
The following table sets forth a summary of the financial data for Rx
Technologies Corp. for the period ended December 31, 2010 and 2009. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our financial
statements and related notes appearing elsewhere in this filing.
12 Months Ended 12 Months Ended
December 31, December 31,
2010 2009
--------------- ---------------
Revenues ................................... $ -- $ --
Operating expenses ......................... 52,275 12,125
Other income/(expense) ..................... (0) (0)
Net loss before taxes ...................... (52,275) (12,125)
Income taxes ............................... -- --
Net (loss) ................................. (52,275) (12,125)
Loss per share - basic and diluted ......... ($.001) ($.001)
As to Balance Sheets: as of as of
December 31, December 31,
2010 2009
--------------- ---------------
Working capital (deficit) .................. $ (7,400) $ (125)
Current assets ............................. 0 2000
Total assets ............................... 39,056 5,834
Current liabilities ........................ 7,400 2,125
Total liabilities .......................... 7,400 2,125
TOTAL STOCKHOLDERS' EQUITY.................. 31,656 3,709
OUR ADDRESSES
The address of the Company's principal executive office is 7076 Spyglass Avenue,
Parkland, FL 33076, and our telephone number is (954) 599-3672. We maintain a
website at www.rxtechnologies.com that is currently under construction and will
contain information about us, but that information is not a part of this Annual
Report.
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ITEM 1A. RISK FACTORS
The Company considers the following to be the material risks for an investor. Rx
Technologies Corp. should be viewed as a high-risk investment and speculative in
nature. An investment in our common stock may result in a complete loss of the
invested amount. Please consider the following risk factors before deciding to
invest in our common stock.
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF RX TECHNOLOGIES CORP. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN - AUDITOR'S GOING CONCERN
In their audit report dated December 31, 2010; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our officers may be unwilling or unable to loan or
advance any additional capital to RX TECHNOLOGIES CORP. we believe that if we do
not raise additional capital, we may be required to suspend or cease the
implementation of our business plans. As such we may have to cease operations.
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors, borrow funds or raise additional capital.
SINCE RX TECHNOLOGIES CORP. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR
GENERATING SIGNIFICANT REVENUES, IT MAY NEVER ACHIEVE PROFITABILITY - RISKS
RELATED TO OUR FINANCIAL CONDITION
The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products.
There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.
OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT
If we are not successful in earning revenue once we have started our sale
activities, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."
No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.
AS OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES, THEY MAY
BE UNABLE TO DEVOTE A MAJORITY OF THEIR TIME TO THE COMPANY. AS A RESULT, THERE
MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL.
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Our officers and directors have other outside business activities and is
devoting only approximately 10-15 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient, which
may result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, they are prepared to adjust their timetable in order to devote more
time to conducting our business operations. However, they may be unable to
devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business.
The company is entirely dependent on the efforts and abilities of its officers
and directors. The loss of our officers and directors could have a material
adverse effect on the business and its prospects. The company believes that all
commercially reasonable efforts have been made to minimize the risks attendant
the departure from service of our current officers and directors. However,
replacement personnel may be unavailable to us. Moreover, even if available,
replacement personnel may not enable the company to operate profitably.
All decisions regarding the management of the company's affairs will be made
exclusively by its officers and directors. Purchasers of the offered shares may
not participate in the management of the company and, therefore, are dependent
upon the management abilities of the company's officers and directors. The only
assurance that the shareholders of the company (including purchasers of the
offered shares) have that the company's officers and directors will not abuse
their discretion in making decisions, with respect to its affairs and other
business decisions, is their fiduciary obligations and business integrity.
Accordingly, no person should purchase offered shares unless that person is
willing to entrust all aspects of management to the company's officers and
directors, or their successors.
The company's management may retain independent contractors to provide services
to the company. Those contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. The company does not maintain key
person life insurance on its officers and directors.
IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY,
OUR BUSINESS WILL BE HARMED.
Our plans including developing name recognition for our membership club may not
occur. Our growth strategy is subject to significant risks which you should
carefully consider before purchasing the shares we are offering.
Although we plan on researching our market carefully, we may be slow to achieve
profitability, or may not become profitable at all, which will result in losses.
There can be no assurance that we will succeed.
AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE
AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.
Further, even if a market develops, our common stock will be subject to price
fluctuations and volatility.
The company cannot apply directly to be quoted on the OTC Bulletin Board.
Additionally, the stock can be listed or traded only to the extent that there is
interest by broker/dealers in acting as a market maker in the company's stock.
Despite the company's best efforts, the company may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. It is the company's intent to contact potential market makers for the OTC
Bulletin Board after it has completed its primary offering.
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IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES.
In the event our shares are traded, and our stock trades below $5.00 per share
our stock would be known as a "penny stock" which is subject to various
regulations involving disclosures to be given to you prior to purchase of any
penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.
AS THE COMPANY HAS 500,000,000 AUTHORIZED COMMON SHARES AND 10,000,000 PREFERRED
SHARES AUTHORIZED, THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES
DILUTING THE COMPANY'S CURRENT SHAREHOLDERS' EQUITY.
The company has 500,000,000 authorized common shares of which only 55,821,850
are currently outstanding and will be issued and outstanding if all the shares
in this offering are sold. The company's management could, without the consent
of the company's existing shareholders issue substantially more shares causing a
large dilution in our current shareholders' equity position. Additionally, large
share issuances by the company would generally have a negative impact on our
share price. It is possible that due to additional share issuance you could lose
a substantial amount or all of your investment.
AS OUR COMPANY'S OFFICERS AND DIRECTORS CURRENTLY OWN MAJORITY OF THE
OUTSTANDING COMMON STOCK, INVESTORS MAY FIND DECISIONS MADE BY THE COMPANY'S
OFFICERS AND DIRECTORS CONTRARY TO THEIR INTERESTS.
The company's officers and directors own majority of our current outstanding
common stock. As a result, they will be able to decide who will be directors and
control the direction of the company. Our officers and directors interests may
differ from the interests of our other stockholders. Factors that could cause
his interests to differ from the interests of other stockholders include the
impact of corporate transactions on the timing of our business operations and
her ability to continue to manage the business, in terms of the amount of time
they are able to devote to the company.
IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.
12
If we file for bankruptcy protection, or a petition for involuntary bankruptcy
is filed by creditors against us, all funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. In this case, you will
lose your investment and your funds will be used to pay creditors. You may never
realize a return on your investment.
THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY.
To date, the company has limited operations and no revenues. We have never
earned a profit and there can be no assurance that we will ever achieve
profitable operations. Our ability to implement our business plan is dependent,
among other things, on the completion and development of our business plan. If
we fail to raise any or a sufficient amount of money to continue operations, we
may fail as a business. Even if we raise sufficient amount of funding, there can
be no assurance that our business model will succeed.
We are a development stage company formed November 15, 2008 with the purpose to
establish itself as a corporation engaged in the sale of gift cards on the
internet and the development of a prescription drug database. RX TECCHNOLOGIES
CORP. may be unable to develop and execute its business plan and would then be
unable to generate revenues. There would be a substantial doubt, then, about our
ability to continue as a going concern.
We anticipate incurring losses during the period of time necessary to develop
our business plan and create the marketing plan. Additionally, there can be no
assurance that we will ever operate profitably, even if we raise additional
funding for operations. Investors should not purchase shares unless they can
afford to lose their entire investment.
Because we are a newly formed company, there is no corporate operating history
on which to evaluate our potential for success.
Additionally, we face many risks inherent in a start-up business, including
difficulties and delays frequently encountered in connection with the
commencement of operations, operational difficulties and our potential
underestimation of initial and ongoing costs.
Executing the business plan requires that we spend significant funds based
entirely on our preliminary evaluation of the potential of the market. It is
impossible to predict the success of our business before marketing starts. The
ability of the company to generate revenues will depend upon a variety of
unpredictable factors, including:
If we do not execute our business plan on schedule or within budget, our ability
to generate revenue may be diminished or delayed. Our ability to adhere to our
schedule and budget face many uncertainties
WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY
As a public company, we incur significant legal, accounting and other expenses
that a private company does not incur. In addition, the Sarbanes-Oxley Act of
2002, as well as new rules subsequently implemented by the Securities and
Exchange Commission and stock exchanges have required changes in corporate
governance practices of public companies. We expect that these new rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. For example, as a result of
13
becoming a public company, we need to create additional board committees and
adopt additional policies regarding internal controls and disclosure controls
and procedures. We will incur additional costs associated with public company
reporting requirements and compliance with the internal controls of Section 404
of the Sarbanes-Oxley Act of 2002. We also expect these new rules and
regulations will make it more difficult and more expensive for us to obtain
directors' and officers' liability insurance. As a result, our general and
administrative expenses will likely increase and it may be more difficult for us
to attract and retain qualified persons to serve on our board of directors or as
executive officers.
We are currently evaluating and monitoring developments with respect to these
new rules, and we cannot predict or estimate the amount of additional costs we
may incur or the timing of such costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
As of December 31, 2010, the Company did not lease or own any properties.
Currently, the Company utilizes the offices of Steven Adelstein, the husband of
Judith Adelstein, a member of the board of directors, at no cost to the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No known director, officer or affiliate of the Company and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the period
ended December 31, 2010.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET FOR OUR COMMON STOCK
---------------------------
Our common stock is not quoted on any Exchange.
REPORTS TO STOCKHOLDERS
-----------------------
Our shareholders, through our filings on the web, including http://www.sec.gov,
can review all of our period reporting requirements of the Exchange Act
including our annual report for December 31, 2010 and 2009.
14
APPROXIMATE NUMBER OF HOLDERS OF OUR COMMON STOCK
-------------------------------------------------
At December 31, 2010, there were approximately 40 stockholders of record of our
common stock.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
------------------------------------------------------------------
The Company has not adopted any equity compensation plan as of December 31,
2010.
DIVIDEND POLICY
---------------
We currently intend to retain and use any future earnings for the development
and expansion of our business and do not anticipate paying any cash dividends in
the near future.
ITEM 6. SELECTED FINANCIAL DATA
The selected statement of income data for the twelve (12) month period ended
December 31, 2010 and from inception (November 15, 2008) thru December 31, 2010
and balance sheet data as of December 31, 2010 and 2009 are derived from our
audited financial statements included elsewhere in this Report.
The following selected historical financial information should be read in
conjunction with our financial statements and related notes and the information
contained in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
TWELVE (12) FROM INCEPTION
MONTHS ENDED (NOVEMBER 15, 2008)
DECEMBER 31, THRU DECEMBER 31,
STATEMENT OF OPERATIONS DATA: 2010 2010
------------ -------------------
Sales revenue: ........................... $ - $ -
Cost of sales ............................ - -
Gross profit ............................. - -
Expenses:
General and Administrative expenses ... 8,275 10,775
Consulting Fees ....................... 12,000 12,000
Legal and Accounting................... 15,000 25,625
Amortization .......................... 2,000 4,166
Fees to Directors ..................... 15,000 15,000
Total operating expenses ........... 52,275 67,566
Loss from Operations ..................... (52,275) (67,566)
Interest Expense ......................... (0) (0)
Net Loss ................................. $ (52,275) $ (67,566)
Loss per Share - basic and diluted ....... $ (.001)
Weighted average number of shares
outstanding - basic and diluted ......... 35,361,516
15
DECEMBER 31,
BALANCE SHEET DATA: 2010 2009
------------ ------------
Cash and cash equivalents ................ $ - $ -
Working capital (deficit) ................ (7,400) (125)
Total assets ............................. 39,056 5,834
Total current liabilities ................ 7,400 2,125
Long term liability ...................... - -
Total liabilities ........................ 7,400 2,125
Total stockholders' equity ............... 31,656 3,709
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
OUR CORPORATE HISTORY
RX TECHNOLOGIES CORP. ("COMPANY","Rx Technologies") is a development stage
company, incorporated in the State of Florida on November 15, 2008, to acquire,
develop and market a website ("www.giftcarddigest.com") to sell gift cards to
individuals whereby savings through purchases can be earned for over 100 gift
cards and the development and implementation of our RxFL technologies whereby a
prescription database solution shall be created.
The initial advantage is the savings incurred by each purchaser while they shop
on the internet with a selection of over 100 gift cards. In other words, the
consumer earns savings through normal purchases on the internet with independent
merchants and gift cards. The internet should provide the lowest cost marketing
arena with the broadest audience for these type of product sales. Additionally,
we are developing a prescription drug database to utilize and collect
information as consumers purchase their prescriptions. This database, once
developed, should assist state, federal and retailers obtaining current
information to avoid duplication, errors and omissions and proper fulfillment as
prescribed by licensed agents.
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
SALES REVENUES
STATEMENT OF OPERATION ITEMS
----------------------------
Results of Operations for the year ended December 31, 2010 compared to the year
ended December 31, 2009.
For the twelve (12) months ended December 31, 2010 and cumulative from November
15, 2008 (inception) through December 31, 2010, we had zero (0) revenues from
operations and a loss from operations of $(52,275) and $(67,566) respectively.
o General and Administrative Expenses
For the twelve (12) months ended December 31, 2010, General and
Administrative expenses increased $6,275 from $2,000 for the year
ending December 31, 2009 to $8,275 for year ending December 31, 2010.
These expenses for the year ending December 31, 2010 are considered
normalized annual expenses.
16
o Legal and Accounting Expenses
For the twelve (12) months ended December 31, 2010, Legal and
Accounting expenses increased $6,875 from $8,125 for the year ending
December 31, 2009 to $15,000 for year ending December 31, 2010. We
incurred increased legal fees as we amended our Articles of
Incorporation and Bylaws in April, 2010 whereby we increased authorized
shares and other matters.
o Fees to Directors
For the twelve (12) months ended December 31, 2010, fees to directors
increased $15,000 from $0 for the year ending December 31, 2009. On
December 15, 2010, the board of directors approved a fee for services
rendered for three (3) directors by issuing common shares (a total
issuance of 3,000,000 shares) to each director. The value of the common
shares on date of approval (December 15, 2010) was $0.005 per share.
These individuals do not have a fixed agreement for payment and from
time to time anticipated that the board of directors will approve a
form of payment.
o Consulting, Marketing and Advertising
For the twelve (12) months ended December 31, 2010, consulting,
marketing and advertising fees increased $12,000 from $0 for the year
ending December 31, 2009. As we continuously develop our products, we
anticipate these expenses to increase for the year ending December 31,
2011.
Balance Sheet Items
-------------------
o INTELLECTUAL PROPERTIES
Intellectual properties at December 31, 2010 were $39,056 as compared
to $3,834 at December 31, 2009. The increase was a result of the
purchase of RxTC Solutions in April, 2010. The intellectual properties
have an estimated useful life to be amortized over a three (3) year
period once the intellectual property has been put into service. At
December 31, 2010, RxTC Solutions has not been put into service and is
still under development.
o ACCRUED EXPENSES
Accrued expenses at December 31, 2010 were $7,400, compared to $500 at
December 31, 2009, an increase of $6,900. The increase was a result of
accruals for Legal and Accounting and other normalized expenses for the
period ending December 31, 2010.
o ADVANCES FROM RELATED PARTIES
Advances from related parties were $0 at December 31, 2010 as compared
to $1,625 at December 31, 2009. The decrease was the result of our
issuing 3,600,000 common shares on December 15, 2010 in payment of
$18,000 for advances from related parties. Therefore, at December 31,
2010, we had no debt to related parties.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2010, we had cash and cash equivalent of $0. The following
table provides detailed information about our net cash flow for December 31,
2010 and from inception (November 15, 2008) thru December 31, 2010.
17
STATEMENT OF CASH FLOW
TWELVE (12) FROM INCEPTION
MONTHS ENDED (NOVEMBER 15, 2008)
DECEMBER 31, THRU DECEMBER 31,
2010 2010
------------ -------------------
Net cash (required) in operating activities $ (16,375) $ (37,000)
Net cash provided by financing activities . 16,375 37,000
Net cash flow (deficit) ................... 0 0
To date, we have funded our cash and liquidity requirements to continue
operations primarily through debt and equity transactions with related parties
and through equity from our Form S-1 as filed with the Securities and Exchange
Commission. However, until operating revenues increase significantly, we will
continue to seek outside funding for the purpose of normalized operations and
the acceleration of expansion of our operations. Without receiving any
additional capital investment, management believes we will be unable to continue
current business operations, and continue the current gradual expansion of our
operations.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements are described in Note 3 to the Consolidated
Financial Statements.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that would be material to
investors.
PLAN OF OPERATIONS
We have established through internal marketing research that there is a market
for our products on the internet and our prescription database.
We are aware that the economic condition has slowed operations substantially in
2010 and 2009 and we anticipate this continuing through 2011 that the U.S.
economy is currently in a state of uncertainty. In addition, we are aware that
business trends relative to the Internet are constantly changing. The
combination of changing trends relative to the Internet and uncertainty
regarding economic growth could have a material impact on our short-term or
long-term liquidity or revenues or income from operations.
OUR BUSINESS
The following description of our business contains forward-looking statements
relating to future events or our future financial or operating performance that
involves risks and uncertainties, as set forth above under "Special Note
Regarding Forward-Looking Statements." Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth in Section 1A under the
heading "Risk Factors" and elsewhere in this Form 10-K.
18
OUR MARKET PRESENCE
RX TECHNOLOGIES CORP. ("THE COMPANY") is currently developing in two (2) primary
areas as follows:
RXTC DATABASE PROCESSES
The RxTC database is for prescription drug databases. The RxTC solution
is a secure, easy-to-use and minimum cost service for confronting
prescription drug abuse and diversion. The RxTC solution is a
comprehensive secure validation, monitoring and reporting procedure
integrated with a visual identification verification system. The
process immediately prevents "doctor shopping," individuals going to
more than one physician at a time to obtain prescription drugs. By
deploying the RxTC solution, patient's identities can be verified and
validated. Physicians and pharmacists will immediately have live,
real-time data available for scrutiny and could receive important
alerts and valid dispensing histories. Secondary verification at the
point of dispensing could further eliminate the potential for fraud and
other more serious crimes.
THE WEBSITE - GIFTCARDDIGEST
The website ("www.giftcarddigest.com") under development, is designed
to sell individual gift cards consisting of over 100 separate and
distinct merchants. Our basic concept is an offering of over 100 gift
cards so the customer can select from various alternatives for their
gift card purchases having the feature of customer service and free
standard shipping. We anticipate that our customers will have a good
experience because of the consolidated approach of purchasing an
assortment of distinct and separate gift cards using our web site to
consolidate substantially all their gift card purchases.
OUR EMPLOYEES
As of December 31, 2010, Rx Technologies, Corp. has no permanent staff. Our
officers and directors are prepared to devote time to our operations as may be
required.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not use derivative financial instruments and have no foreign exchange
contracts. Our financial instruments consist of cash and cash equivalents, trade
accounts and contracts receivable, accounts payable and long-term obligations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
The full text of our audited financial statements as of December 31, 2010 and
2009 begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
CHANGE IN ACCOUNTANTS
During the fiscal years ended December 31, 2010 and 2009, there were no
disagreements with Lake & Associates CPA LLC on any matter of accounting
principles or practices, financial disclosure, or auditing scope or procedure.
There were no reportable events, as described in Item 304(a)(1)(v) of Regulation
S-K.
19
ITEM 9A. CONTROLS AND PROCEDURES
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 is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America 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 the assets of the
company;
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company;
and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's 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. Because of the inherent limitations of internal control, there is
a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
As of December 31, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
20
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Officers in connection with the review of our financial statements as of
December 31, 2010.
Management believes any of the matters noted above could result in a material
misstatement in our financial statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by June 30, 2011. Additionally, we plan to test our updated controls
and remediate our deficiencies by September 30, 2011.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
ITEM 9B. OTHER INFORMATION.
AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS
On April 28, 2010, we filed Amended and Restated Articles of Incorporation with
the Secretary of State of Florida which:
o changed the name of the corporation to Rx Technologies Corp.,
o increased the number of authorized shares of common stock from 100,000,000
shares to 500,000,000 shares and fixed a par value of $0.001 per share,
o authorized a class of 10,000,000 shares of blank check preferred stock,
par value $0.001 per share, and
21
o included indemnification provisions customary under Florida law, as well
as election not to be governed by the provisions of the Florida Business
Corporation Act governing affiliated transactions and an election to be
governed by the provisions related to control share acquisitions.
On April 30, 2010, we entered into an Intellectual Property Agreement with the
developer and owner of the RxTC database processes for prescription drug
databases. Pursuant to this agreement, the Company acquired solely the
intellectual property and related rights. The total consideration for the
intellectual property purchased was the issuance of 37,221,850 common shares of
our company. The issued common shares were allocated, in part, to certain other
associates involved with facilitating the development of the intellectual
property as defined in the Intellectual Property Agreement.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF AND CORPORATE GOVERNANCE
Set forth below are the names of our directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years. The Directors will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified. Executive officers will serve at the Board's
discretion.
Our officers and directors will serve until his successor is elected and
qualified. Our officers are elected by the Board of Directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The Board of Directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
Name and Address Age Position(s)
----------------- --- -----------
Michael McManus 57 President, Chief Executive Officer
401 E. Las Olas Blvd #130-411 and Director
Ft Lauderdale, FL 33301
Shepard Doniger 53 Vice President, Chief Financial Officer,
10430 Rio Lindo Secretary, Treasurer and Director
Delray Beach, FL 33446
Tammi Shnider 36 Director
3764 Moon Bay Circle,
Wellington, FL 33414
The person named above has held her offices/positions since the inception of our
company and is expected to hold her offices/positions until the next annual
meeting of our stockholders.
22
BIOGRAPHICAL INFORMATION
MICHAEL MCMANUS
---------------
Mr. McManus was elected President and a member of the Board of Directors of Rx
Technologies, Corp. on May 3, 2010. From August 2004 to the present, Mr. McManus
was the director of Investigative, Security and Consulting Services with the
McManus Group. As executive manager, he established The McManus Group, Inc.,
providing investigative, security and consulting services through a range of
capabilities-based resourcing. This company provides assessments for
organizational and multi-agency adaptations to complex and rapidly changing
domestic and global environments; facilitating and leading strategic,
operational and tactical planning. Mr. McManus recruited and directed a
professional team of former federal, local and international security,
intelligence and investigative agents and military officers.
SHEPARD DONIGER
---------------
Mr. Doniger was elected Vice President, Secretary, Treasurer and member of the
Board of Directors of Rx Technologies, Corp. on May 3, 2010. Mr. Doniger has
spent substantially his entire career in the communication and marketing fields,
including campaign media strategies. From 2004 to the present, Mr. Doniger was
the Chief Executive Officer of Black Dog Communications, Inc., a communications
and consulting firm. As the firm's leader, Mr. Doniger specializes in
communication strategy, crises communications and development of to market
campaigns.
TAMMI SHNIDER
-------------
Mrs. Shnider was the founder, former sole officer and remains a director of Rx
Technologies, Corp. In April, 2010, Mrs. Shnider resigned as the sole officer
and remains as a member of the Board of Directors. Mrs. Shnider is a
stay-at-home mom having a part time career in the legal profession for the past
six years.
BOARD COMPOSITION AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors is currently composed of one (3) members. All actions of
the Board of Directors require the approval of a majority of the Directors in
attendance at a meeting at which a quorum is present.
COMMITTEES
Our Board of Directors currently has no committee.
Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our members of the Board of Directors are not an "audit committee financial
experts" within the meaning of Item 401(e) of Regulation S-B. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:
23
o understands generally accepted accounting principles and financial
statements,
o is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
o understands internal controls over financial reporting, and
o understands audit committee functions.
INDEPENDENT DIRECTORS
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address Board of Directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer.
Our executive officer makes decisions on all significant corporate matters such
as the approval of terms of the compensation of our executive officer and the
oversight of the accounting functions.
POLICY REGARDING BOARD ATTENDANCE
Directors are expected to attend Board meetings as frequently as necessary to
properly discharge their responsibilities and to spend the time needed to
prepare for each such meeting. Our Directors are expected to attend annual
meetings of stockholders, but we do not have a formal policy requiring them to
do so.
DIRECTOR COMPENSATION
We do not pay fees to directors for attendance at meetings of the Board of
Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings. From time to time, the
Board of Directors approves compensation to officers and directors and, from
inception (November 15, 2008) to December 31, 2010, the total compensation to
our three (3) directors was the issuance of 3,000,000 common shares on December
15, 2010 having a fair market value of $5,000 to each member.
Under the terms of the Indemnification Agreements, we agreed to indemnify the
independent directors against expenses, judgments, fines, penalties or other
amounts actually and reasonably incurred by the independent directors in
connection with any proceeding if the independent director acted in good faith
and in our best interests. It is our practice to reimburse our directors for
reasonable travel expenses related to attendance at board of directors and
committee meetings.
24
FAMILY RELATIONSHIPS
Tammi Shnider (36 years of age), a member of the Board of Directors, is the
adult daughter of Judith and Steven Adelstein, shareholders of the Company. Mrs.
Shnider is a lawyer and resides in a separate residence and has a husband and
two (2) children. Mrs. Shnider is not considered a beneficial owner of Steven
and Judith Adelstein. Mrs. Shnider owns 9,500,000 common shares (17%) including
shares held for the benefit of minor aged children.
CODE OF ETHICS
In September 2008, we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our
President and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote:
o honest and ethical conduct,
o full, fair, accurate, timely and understandable disclosure in regulatory
filings and public statements,
o compliance with applicable laws, rules and regulations,
o the prompt reporting violation of the code, and
o accountability for adherence to the code.
ITEM 11. EXECUTIVE COMPENSATION
We did not pay any fixed salaries in 2010. On December 15, 2010, the Board of
Directors approved consideration to the three (3) members of the Board of
Directors $5,000 each represented by the issuance of 1,000,000 common shares to
each member. We do not anticipate beginning to pay salaries until we have
adequate funds to do so. There are no stock option plans, retirement, pension,
or profit sharing plans for the benefit of our officers and director other than
as described herein.
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the remuneration of our directors and officers
for the period from inception (November 15, 2008) through December 31,2010.
CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED Amount
------------------ ----------------------------- ----------
Michael McManus Director $5,000 (1)
Shepard Doniger Director $5,000 (1)
Tammi Shnider Director $5,000 (1)
_________
(1) On December 15, 2010, the Board of Directors authorized the issuance of
1,000,000 common shares to each member of the Board of Directors. The value
of $0.005 was the fair market value at December 15, 2010.
We have no employment agreements with our Executive Officers and Directors. We
will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.
25
BONUSES AND DEFERRED COMPENSATION
We do not have any agreements to issue bonuses, deferred compensation or
retirement plans. From time to time, the Board of Directors grants bonuses,
stock issuances and other benefits.
STOCK OPTIONS
The Company does not have any stock option plan.
PAYMENT OF POST-TERMINATION COMPENSATION
The Company does not have change-in-control agreements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their employment.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our bylaws provide for the indemnification of our present and prior directors
and officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.
Insofar as indemnification by us for liabilities arising under the Securities
Exchange Act of 1934 may be permitted to our directors, officers and controlling
persons pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
At the present time, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of ours in which indemnification
would be required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of December 31, 2010 for (a) each of
our directors, (b) each of our executive officers, (c) each stockholder known to
be the beneficial owner of more than 5% of any class of the our voting
securities, and (d) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 and does not necessarily bear on the economic incidents of
ownership or the rights to transfer the shares described below. Unless otherwise
indicated, (a) each stockholder has sole voting power and dispositive power with
respect to the indicated shares and (b) the address of each stockholder who is a
director or executive officer is c/o Rx Technologies, Corp. 7076 Spyglass
Avenue, Parkland, FL 33076.
26
Name and address Percentage of
Beneficial Ownership Number of Shares ownership (1)
-------------------- ---------------- -------------
DIRECTORS AND OFFICERS:
Shepard Doniger (2) ................... 9,333,250 17%
10430 Rio Lindo
Delray Beach, FL 33446
Michael McManus (2) ................... 9,333,250 17%
401 E. Las Olas Blvd #130-411
Ft Lauderdale, FL 33301
Tammi Shnider ......................... 9,500,000 (3) 17%
3764 Moon Bay Circle
Wellington, FL 33414
All Officers and Directors ............ 28,166,500 51%
as a Group (3 people)
BENEFICIAL OWNER OF MORE THAN 5%:
Brett Finkelstein ..................... 9,333,250 (4) 17%
4285 N.W. 64th Drive
Boca Raton, FL 33496
Alvin Brovenick ....................... 8,333,250 15%
6420 Boca Delmar Drive
Boca Raton, FL 33433
Steven Adelstein ...................... 7,488,850 (5) 13%
7076 Spyglass Avenue
Parkland, FL 33076
_________
(1) Applicable percentage ownership is based on 55,821,850 shares of common
stock outstanding as of February 10, 2011.
(2) Both are officers and directors at February 10, 2011.
(3) Includes 3,600,000 common shares held in the name of four (4) minor aged
children.
(4) Includes 6,249,936 common shares held in the name of three (3) children.
(5) Includes 1,888,850 common shares held in the name of Judith Adelstein (the
wife of Steven Adelstein)and the parents of Tammi Shnider, the former sole
officer of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company borrows from officers, directors and related
parties. At December 31, 2010 and 2009, these loans were $0 and $1,625
respectively. The highest amount borrowed for the year ending December 31, 2010
was $18,000.
27
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Lake & Associates CPA LLC is the Company's independent registered public
accounting firm engaged to examine the Company's financial statements for the
fiscal period ended December 31, 2010 and 2009.
FEES FOR THE FISCAL PERIOD ENDED DECEMBER 31, 2010 AND 2009
AUDIT FEES - Lake & Associates CPA LLC was paid or accrued an aggregate fee of
approximately $5,000 per period for the auditing services for the fiscal period
ended December 31, 2010 and 2009. These fees for auditing services included the
audit of our annual financial statements and for the reviews of the financial
statements included in our quarterly reports on Form 10-Q for the periods ended
March 31, June 30 and September 30.
AUDIT RELATED FEES - Lake & Associates CPA LLC was not paid or no fees were
accrued for assurance and related services that were related to the audit or
review of the Company's financial statements during the fiscal years ended
December 31, 2010 and 2009.
TAX FEES - Lake & Associates CPA LLC was paid or accrued a fee of approximately
$500 for tax compliance, advice, and planning during the fiscal years ended
December 31, 2010 and 2009.
ALL OTHER FEES. Lake & Associates CPA LLC did not bill the Company for any
products or services other than the foregoing during the fiscal years ended
December 31, 2010 and 2009.
BOARD OF DIRECTORS PRE-APPROVAL POLICIES AND PROCEDURES
Although our Board of Directors does not have an Audit Committee, our Board of
Directors has adopted the policy to pre-approve audit and permissible non-audit
services provided by our independent auditors.
PART IV
ITEM 15. EXHIBITS
The Exhibits listed below are filed as part of the S-1 and Amendments as filed
with the Securities and Exchange Commission.
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation (incorporated by reference from
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on November 3, 2008) and restated and amended
Articles of Incorporation as filed (incorporated by reference on
Form 8-K with the Securities and Exchange Commission on June 23,
2010).
3.2 By-laws (incorporated by reference from Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
November 3, 2008) and restated and amended By-laws as filed
(incorporated by reference on Form 8-K with the Securities and
Exchange Commission on June 23, 2010).
14 Code of Ethics (incorporated by reference from Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on November 3, 2008).
28
The following Exhibits listed below are filed as part of this Form 10-K and
Amendments for the period ended December 31, 2010:
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant To Section
302 of the Sarbanes-Oxley Act Of 2002.
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act Of 2002.
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act Of 2002.
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 to be signed on
its behalf by the undersigned, thereunto duly authorized.
RX TECHNOLOGIES,CORP.
Date: February 24, 2011 By: /s/ Michael McManus
-------------------
President, 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/ Michael McManus Chief Executive Officer February 24, 2011
------------------- (Principal Executive Officer) and
Michael McManus Director
/s/ Shepard Doniger Chief Financial Officer February 24, 2011
------------------- (Principal Financial Officer) and
Shepard Doniger Director
/s/ Tammi Shnider Director February 24, 2011
-------------------
Tammi Shnider
29
RX TECHNOLOGIES, CORP
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
PAGE
-----------
Report of Independent Registered Public Accounting Firm .......... F-2
Balance Sheet .................................................... F-3
Statements of Operations ......................................... F-4
Statements of Stockholders' Equity/(Deficit) ..................... F-5
Statements of Cash Flows ......................................... F-6
Notes to Financial Statements .................................... F-7 to F-15
F-1
LAKE & ASSOCIATES CPA'S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Rx Technologies Corp.
We have audited the accompanying balance sheet of Rx Technologies Corp. (a
development stage enterprise)(the "Company") as of December 31, 2010 and 2009
and the related statements of operations, stockholders' equity/(deficit), and
cash flows for the years then ended, and for the period from November 15, 2008
(inception) through December 31, 2010. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Rx Technologies Corp. (a
Florida corporation) as of December 31, 2010 and 2009 and the results of its
operations and its cash flows for the years then ended and the period November
15, 2008 (inception) through December 31, 2010, 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 further in Notes 2 and 4,
the Company has been in the development stage since its inception (November 15,
2008) and continues to incur significant losses. The Company's viability is
dependent upon its ability to obtain future financing and the success of its
future operations. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Notes 2 and 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Lake & Associates CPA's LLC
Lake & Associates CPA's LLC
Schaumburg, Illinois
February 9, 2011
1905 Wright Boulevard
Schaumburg, IL 60193
Phone: 847-524-0800
Fax: 847-524-1655
F-2
RX TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
ASSETS
------
DECEMBER 31, DECEMBER 31,
2010 2009
------------ ------------
CURRENT ASSETS:
Cash and equivalents ............................. $ -- $ --
Inventory ........................................ -- 2,000
----------- -----------
Total Current Assets ......................... -- 2,000
----------- -----------
OTHER ASSETS:
Intellectual Property
Gift Card Digest Website, net .................. 1,834 3,834
RxTC Solutions ................................. 37,222 --
----------- -----------
Total Other Assets ........................... 39,056 3,834
----------- -----------
Total Assets ..................................... $ 39,056 $ 5,834
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES:
Accounts Payable ................................. -- --
Accrued Expenses ................................. 7,400 500
Advances from Related Parties .................... -- 1,625
----------- -----------
Total Current Liabilities .................... 7,400 2,125
----------- -----------
Long-term Liabilities
Total Long-term Liabilities .................. -- --
----------- -----------
Total Liabilities ................................ 7,400 2,125
----------- -----------
STOCKHOLDERS' EQUITY/(DEFICIT):
Preferred Stock, par value $.001; 10,000,000 shares
authorized; 0 issued and outstanding at
December 31, 2010 and December 31, 2009
Common stock, par value $.001; 500,000,000 shares
authorized; 55,821,850 shares issued and
outstanding at December 31, 2010; 10,000,000 shares
issued and outstanding as of December 31, 2009 .... 55,822 10,000
Additional paid in capital ......................... 43,400 9,000
Deficit accumulated during the development stage ... (67,566) (15,291)
----------- -----------
Total Stockholders' Equity ..................... 31,656 3,709
----------- -----------
Total Liabilites and Stockholder's
Equity (Deficit) ............................... 39,056 5,834
=========== ===========
The accompanying notes are an integral part of these statements.
F-3
RX TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
CUMULATIVE FROM
FOR THE FOR THE NOVEMBER 15, 2008
YEAR ENDED YEAR ENDED (INCEPTION)
DECEMBER 31, DECEMBER 31, THROUGH
2010 2009 DECEMBER 31, 2010
------------ ------------ ------------------
Net Sales .................... $ -- $ -- $ --
Cost of Sales ................ -- -- --
------------ ------------ ------------
Gross Profit ................. -- -- --
Expenses:
General & Administrative ... 8,275 2,000 10,775
Legal and Accounting ....... 15,000 8,125 25,625
Fees to Directors .......... 15,000 -- 15,000
Consulting, Marketing and
Advertising ............... 12,000 -- 12,000
Amortization ............... 2,000 2,000 4,166
------------ ------------ ------------
Total Expenses ............... 52,275 12,125 67,566
------------ ------------ ------------
Net (loss) before Income Taxes (52,275) (12,125) (67,566)
------------ ------------ ------------
Provision for Income Taxes ... -- -- --
------------ ------------ ------------
Net (loss) ................... $ (52,275) $ (12,125) $ (67,566)
------------ ------------ ============
Basic and diluted net loss per
common share ................ ** **
============ ============
Weighted average number of
common shares outstanding ... 35,361,516 9,202,740
============ ============
* Less than $0.01 per share
The accompanying notes are an integral part of these statements.
F-4
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM NOVEMBER 15, 2008 (INCEPTION) THROUGH DECEMBER 31, 2010
(AUDITED)
ACCUMULATED
(DEFICIT) TOTAL
COMMON STOCK ADDITIONAL DURING SHAREHOLDERS'
----------------------- PAID-IN DEVELOPMENT EQUITY/
Par Value of $0.001 SHARES AMOUNT CAPITAL STAGE (DEFICIT)
----------------------------- ----------- ---------- ---------- ----------- -------------
Balance at November 15, 2008
(date of inception) ....... - $ - $ - $ - $ -
Common stock issued,
Par Value of $0.001 ........ 9,000,000 9,000 - - 9,000
Net (loss) for the year ended
December 31, 2008 .......... - - - (3,166) (3,166)
----------- ---------- ---------- ---------- -----------
Balance at December 31, 2008 9,000,000 9,000 - (3,166) 5,834
----------- ---------- ---------- ---------- -----------
Common stock issued on
October 18, 2009 (pursuant
to Form S-1 which became
effective May 21, 2009 -
$0.01/share) ............... 1,000,000 1,000 9,000 - 10,000
Net (loss) for year ending
December 31, 2009 .......... - - - (12,125) (12,125)
----------- ---------- ---------- ---------- -----------
Balance at December 31, 2009 10,000,000 $ 10,000 $ 9,000 $ (15,291) $ 3,709
----------- ---------- ---------- ---------- -----------
Common stock issued on
April 30, 2010 for Rx
Technologies/Intellectual
Property ................... 37,221,850 37,222 - - 37,222
Common Stock issued at
December 15, 2010 for:
Advances from related
parties .................. 3,600,000 3,600 14,400 - 18,000
Directors Fees ............ 3,000,000 3,000 12,000 - 15,000
Consutling and Services
rendered ................. 2,000,000 2,000 8,000 - 10,000
Net Loss for the year ending
December 31, 2010 .......... - - - (52,275) (52,275)
----------- ---------- ---------- ---------- -----------
Balance at December 31, 2010 55,821,850 $ 55,822 $ 43,400 $ (67,566) $ 31,656
=========== ========== ========== ========== ===========
The accompanying notes are an integral part of these statements.
F-5
RX TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(AUDITED)
CUMULATIVE FROM
FOR THE FOR THE NOVEMBER 15, 2008
YEAR ENDED YEAR ENDED (INCEPTION)
DECEMBER 31, DECEMBER 31, THROUGH
2010 2009 DECEMBER 31, 2010
------------ ------------ ------------------
OPERATING ACTIVITIES:
Net loss ...................................... $ (52,275) $ (12,125) $ (67,566)
Adjustments to reconcile net loss to cash used
in operating activities:
Increase in amortization .................... 2,000 2,000 4,166
Issuance of common stock for services ....... 25,000 -- 25,000
Changes in operating assets and liabilities:
(Increase) decrease in inventory .......... 2,000 (2,000) --
Increase/(decrease) in accounts payable ... -- -- --
Increase/(decrease) in accrued expenses ... 6,900 500 7,400
Acquisition of intellectual property ...... -- -- (6,000)
----------- ----------- -----------
Net cash used in operating activities ... (16,375) (11,625) (37,000)
----------- ----------- -----------
INVESTING ACTIVITIES:
Increase in equipment ......................... -- -- --
----------- ----------- -----------
-- -- --
FINANCING ACTIVITIES:
Issuance of common stock for cash ............. -- 10,000 19,000
Repayment of related party loan payable ....... -- (6,000) (6,000)
Proceeds from related party loan payable ...... 16,375 7,625 24,000
----------- ----------- -----------
Net cash provided by (used in) financing
activities ............................. 16,375 11,625 37,000
NET INCREASE (DECREASE) IN CASH ................. -- -- --
----------- ----------- -----------
CASH BEGINNING BALANCE .......................... -- -- --
CASH ENDING BALANCE ............................. $ -- $ -- $ --
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid .................................... $ -- $ -- $ --
=========== =========== ===========
Interest paid ................................. $ -- $ -- $ --
=========== =========== ===========
NONCASH TRANSACTIONS AFFECTING OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for purchase of
intellectual property ........................ $ 37,222 $ -- $ 37,222
=========== =========== ===========
Repayment of related party loan with stock .... $ 18,000 $ -- $ 18,000
=========== =========== ===========
The accompanying notes are an integral part of these statements.
F-6
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
NOTE 1 ORGANIZATION
Rx Technologies, Corp. (a development stage enterprise) (the Company)
was formed on November 15, 2008 in the State of Florida. The Company's
activities to date have been primarily directed towards the raising of capital,
acquiring and developing intellectual properties.
NOTE 2 LIQUIDITY, FINANCIAL CONDITION AND MANAGEMENT'S PLANS
The Company's financial statements for the year ended December 31, 2010
have been prepared assuming that it will continue as a going concern. To date,
the Company has generated no revenues, has substantial operating losses and an
accumulated deficit since its inception in November 2008. The Company incurred a
net loss from continuing operations of $52,275 and used $16,375 of cash in
continuing operations for the year ended December 31, 2010. At December 31,
2010, the Company had a working capital deficit of $7,400, limited financial
resources available to pay ongoing financial obligations as they become due and
a $67,566 of accumulated deficit. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
The Company has principally financed its operations for the year ended
December 31, 2010, using proceeds from short term borrowings primarily from the
sale of common shares and advances from related parties. In addition to the
normal risks associated with a new business venture, there can be no assurance
that the Company's business plan will be successfully executed. Our ability to
execute our business plan will depend on our ability to obtain additional
financing and achieve a profitable level of operations.
Management believes the Company's ability to continue operations are
dependent on its ability to continue to raise capital. At the present time, we
have no commitments for any additional financing. If the Company is unable to
raise additional capital or encounters unforeseen circumstances, it may be
required to take additional measures to conserve liquidity, which could include,
but not necessarily be limited to, curtailing its operations, suspending the
pursuit of its business plan, and controlling overhead expenses. The Company
cannot provide any assurance that it will raise additional capital as necessary
nor can it provide any assurance that new financing will be available to it on
commercially acceptable terms, if at all. Management believes that the ability
to raise additional capital could be negatively impacted as a result of its
securities not being traded on an active trading market.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
-------------------------------------------------
The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
ASC 915 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity/(deficit) and cash flows disclose activity since the date of the
Company's inception.
F-7
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on December
31.
Intangible Assets
-----------------
The Company evaluates the recoverability of identifiable intangible
assets whenever events or changes in circumstances indicate that an intangible
asset's carrying amount may not be recoverable. There was no impairment loss for
the period from November 15, 2008 (inception) to December 31, 2010.
Income Taxes
------------
The Company accounts for income taxes as outlined in ASC 740 "Income
Taxes", which was previously Financial Accounting Standards Board (FASB)
Statement No. 109, ("Accounting for Income Taxes"). Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended December 31, 2010.
Cash Equivalents
----------------
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Estimates
---------
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 and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.
F-8
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
Inventories
-----------
Inventories are valued at the lower of cost or market on a first-in,
first-out (FIFO) basis, and include finished goods.
Impairment of Long-Lived Assets
-------------------------------
In accordance with ASC 360-10-05-4 "Property, Plant, and
Equipment-Impairment or Disposal of Long-Lived Assets", which was previously
Financial Accounting SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.
Basic Loss Per Common Share
---------------------------
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at December 31, 2010
for purposes of computing fully diluted earnings per share.
Dividends
---------
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since inception.
Share-Based Payments
--------------------
The Company adopted ASC 718 "Compensation - Stock Compensation", which
was previously Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-based
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.
F-9
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
Under SFAS No. 123R, stock-based compensation cost is measured at the
grant date, based on the estimated fair value of the award, and is recognized on
a straight-line basis as expense over the employee's requisite service period.
The Company adopted the provisions of the SFAS 123R in its fiscal year ended
December 31, 2008 using the modified prospective application method.
The valuation provisions of SFAS 123R apply to new awards and to awards
that are outstanding on the effective date (or date of adoption) and
subsequently modified or cancelled; prior periods are not revised for
comparative purposes. Estimated compensation expense for awards outstanding on
the effective date will be recognized over the remaining service period using
the compensation cost calculated for pro forma disclosure under FASB Statement
No. 123, "Accounting for Stock-Based Compensation".
Fair value of Financial Instruments
-----------------------------------
Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.
Related Parties
---------------
Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.
Recent Accounting Pronouncements
--------------------------------
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855) - Amendments to Certain Recognition and Disclosure Requirements."
ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent
events through the date that the financial statements are issued and removes the
requirement that an SEC filer disclose the date through which subsequent events
have been evaluated. ASC 2010-09 was effective upon issuance.
In June 2009 the FASB issued ASC 860, formerly SFAS 166, "Accounting
for Transfers of financial Assets -- an amendment of FASB Statement No. 140"
(ASC 860). ASC 860 eliminates the concept of a qualifying special-purpose
entity, creates more stringent conditions for reporting a transfer of a portion
of a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. ASC 860 will be effective April 1, 2010. The Company is in the
process of evaluating the impact of this pronouncement on its consolidated
financial position and results of operations. The adoption of this pronouncement
is not expected to have a material impact on the Company's financial position
and results of operations.
F-10
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
In June 2009 the FASB issued ASC 810, formerly SFAS 167, "Amendments to
FASB Interpretation No. 46(R)" (ASC 810). ASC 810 eliminates Interpretation
46(R)'s exceptions to consolidating qualifying special-purpose entities,
contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity. ASC 810 also contains a new
requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity's status as a variable interest entity, a
company's power over a variable interest entity, or a company's obligation to
absorb losses or its right to receive benefits of an entity must be disregarded
in applying Interpretation 46(R)'s provisions. The elimination of the qualifying
special-purpose entity concept and its consolidation exceptions means more
entities will be subject to consolidation assessments and reassessments. ASC 810
will be effective April 1, 2010. The adoption of this pronouncement is not
expected to have a material impact on the Company's financial position and
results of operations.
In August 2009, FASB issued Accounting Standards Update 2009-05 which
includes amendments to Subtopic 820-10, Fair Value Measurements and
Disclosures--Overall. The update provides clarification that in circumstances,
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the techniques provided for in this update. The amendments in this
Update clarify that a reporting entity is not required to include a separate
input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability and also clarifies that both a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The adoption of this standard did
not have a material impact on the Company's financial position and results of
operations.
The FASB has published FASB Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements which
addresses the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than as a
combined unit. Specifically, this guidance amends the criteria in Subtopic
605-25, Revenue Recognition-Multiple-Element Arrangements, for separating
consideration in multiple-deliverable arrangements. This guidance establishes a
selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party
evidence; or (c) estimates. This guidance also eliminates the residual method of
allocation and requires that arrangement consideration be allocated at the
inception of the arrangement to all deliverables using the relative selling
price method and also requires expanded disclosures. FASB Accounting Standards
Update 2009-13 is effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The adoption of this standard is not expected to
have a material impact on the Company's financial position and results of
operations.
F-11
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
In September 2009, the FASB issued ASU No. 2009-14, "Software (Topic
985) -- Certain Revenue Arrangements That Include Software Elements" ("ASU No.
2009-14"). ASU No. 2009-14 changes the accounting model for revenue arrangements
that include both tangible products and software elements to allow for
alternatives when vendor-specific objective evidence does not exist. Under this
guidance, tangible products containing software components and non-software
components that function together to deliver the tangible product's essential
functionality and hardware components of a tangible product containing software
components are excluded from the software revenue guidance in Subtopic 985-605,
"Software-Revenue Recognition;" thus, these arrangements are excluded from this
update. ASU No. 2009-14 is effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010 with early adoption permitted. The adoption of this pronouncement is
not expected to have a material impact on our financial position or results of
operations.
The FASB has issued Accounting Standards Update (ASU) No. 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements. This ASU requires some new disclosures and clarifies some
existing disclosure requirements about fair value measurement as set forth in
Codification Subtopic 820-10. ASU 2010-06 amends Codification Subtopic 820-10
and now requires a reporting entity to use judgment in determining the
appropriate classes of assets and liabilities and to provide disclosures about
the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for
interim and annual reporting periods beginning after December 15, 2009, as this
standard relates specifically to disclosures, the adoption will not have an
impact on the Company's financial position and results of operations.
In March 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This
standard provides that the milestone method is a valid application of the
proportional performance model for revenue recognition if the milestones are
substantive and there is substantive uncertainty about whether the milestones
will be achieved. Determining whether a milestone is substantive requires
judgment that should be made at the inception of the arrangement. To meet the
definition of a substantive milestone, the consideration earned by achieving the
milestone (1) would have to be commensurate with either the level of effort
required to achieve the milestone or the enhancement in the value of the item
delivered, (2) would have to relate solely to past performance, and (3) should
be reasonable relative to all deliverables and payment terms in the arrangement.
No bifurcation of an individual milestone is allowed and there can be more than
one milestone in an arrangement. The new standard is effective for interim and
annual periods beginning on or after June 15, 2010. The adoption of this
standard is not expected to have a material impact on the Company's financial
position and results of operations.
Subsequent Events
-----------------
We evaluated subsequent events through the date and time our financial
statements were issued.
F-12
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
NOTE 4 GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.
If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.
NOTE 5 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
There is no provision for income taxes due to continuing losses. At
December 31, 2010, the Company has net operating loss carryforwards for tax
purposes of approximately $68,000 which expire through 2030. The Company has
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established.
The Internal Revenue Code contains provisions that may limit the net
operating loss carryforwards available if significant changes in stockholder
ownership of the Company occur.
NOTE 6 RELATED PARTY TRANSACTIONS
On November 15, 2008, the company issued 9,000,000 shares to Tammi
Shnider, its former sole shareholder and officer and director for the amount of
$9,000.
On November 15, 2008, the company entered into an agreement to acquire
the intellectual property (www.giftcarddigest.com) for $6,000 including all
rights, title and interest.
On April 30, 2010, the company acquired intellectual property (RxTC
Database) for $37,222 including all rights, title and interest.
F-13
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
From time to time, the company borrows from its officers, directors and
stockholders. At December 30, 2010, the company owed $0 to Steven Adelstein, the
father of Tammi Shnider and present stockholder and at December 31, 2009, the
company owed $1,625. There are no signed or executed agreements between the
parties and the company and therefore there are no assurances that said related
parties will advance funds in the future. On December 15, 2010 we issued
3,600,000 common shares to pay in full the related party loans of $18,000 as of
that date.
The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 PURCHASE AGREEMENT FOR INTELLECTUAL PROPERTY.
On April 30, 2010, Rx Technologies Corp. entered into an Intellectual
Property Agreement with the inventor, developer and owner of the RxTC database
processes for prescription drug databases. Pursuant to this agreement, the
Company acquired solely the intellectual property and related rights. The total
consideration for the intellectual property purchased was the issuance of
37,221,850 common shares of Rx Technologies, Corp. The issued common shares were
allocated, in part, to certain other associates involved with facilitating the
development of the intellectual property as defined in the Intellectual Property
Agreement.
NOTE 8 INTELLECTUAL PROPERTY COSTS
The Company has capitalized costs in acquiring their intellectual
properties which consisted of the following at December 31, 2010:
December 31, 2010
-----------------
Gift Card Digest website ............ $ 6,000
Accumulated Amortization ............ (4,166)
--------
Web site costs, Net ................. 1,834
RxTC Solutions ...................... 37,222
--------
Total Intellectual Properties, Net .. $ 39,056
The Company began amortizing the Gift Card website costs, using the
straight-line method over the estimated useful life of 3 years, once it was put
into beta testing services commencing December 1, 2008. At December 31, 2010,
the RxTC Solutions has not been put in service and therefore, amortization has
not commenced.
F-14
RX TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD NOVEMBER 15, 2008 THROUGH DECEMBER 31, 2010
NOTE 9 EQUITY TRANSACTIONS
On November 15, 2008, the Company issued 9,000,000 shares of common
stock to Tammi Shnider, the sole officer and director on that date for $9,000 at
$0.001.
On October 18, 2009, the company issued 1,000,000 shares of common
stock to 39 investors in accordance with Form S-1 (commission file #333-156942)
for cash and consideration of $10,000.
On April 28, 2010, we filed Amended and Restated Articles of
Incorporation with the Secretary of State of Florida which:
o changed the name of the corporation to Rx Technologies Corp.,
o increased the number of authorized shares of common stock from
100,000,000 shares to 500,000,000 shares and fixed a par value of
$0.001 per share,
o authorized a class of 10,000,000 shares of blank check preferred stock,
par value $0.001 per share.
On April 30, 2010, we entered into an Intellectual Property Agreement
with the inventor, developer and owner of the RxTC database processes for
prescription drug databases and issued 37,221,850 common shares of our company.
The issued common shares were allocated, in part, to certain other associates
involved with facilitating the development of the intellectual property as
defined in the Intellectual Property Agreement.
On December 15, 2010, the company issued 8,600,000 common shares as
follows:
Amount of Common Shares Description
----------------------- -----------
3,000,000 Director fees
3,600,000 Payment of related party loans
2,000,000 Payment to Consultants
The company has no outstanding options and warrants at December 31, 2010 and
2009.
F-1
