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EXCEL - IDEA: XBRL DOCUMENT - USA InvestCo Holdings, Inc. | Financial_Report.xls |
EX-32.1 - USA InvestCo Holdings, Inc. | certification321.htm |
EX-31.2 - USA InvestCo Holdings, Inc. | certification312.htm |
EX-31.1 - USA InvestCo Holdings, Inc. | certification311.htm |
UNITED STATES
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 February 29, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-172842
LAMBENT SOLUTIONS CORP.
(Exact name of registrant as specified in its charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization) | 7310 Primary Standard Industrial Classification Code Number | 33-1219888 IRS Employer |
400 ST-MARTIN WEST BLVD., SUITE 350
LAVAL, QC CANADA H7M 3Y8
Tel. (514) 296-3775
Fax. 1-866-867-8020
(Address and telephone number of principal executive offices)
____________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
1
Indicate by check mark whether 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 shorter period that the registrant as 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. Yes [ ] No [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 May 4, 2012, the registrant had 5,540,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of May 4, 2012.
2
TABLE OF CONTENTS
| PART 1 |
|
ITEM 1 | Description of Business | 4 |
ITEM 1A | Risk Factors | 4 |
ITEM 2 | Description of Property | 4 |
ITEM 3 | Legal Proceedings | 4 |
ITEM 4 | Submission of Matters to a Vote of Security Holders | 4 |
| PART II |
|
ITEM 5 | Market for Common Equity and Related Stockholder Matters | 5 |
ITEM 6 | Selected Financial Data | 5 |
ITEM 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 5 |
ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 5 |
ITEM 8 | Financial Statements and Supplementary Data | 6 |
ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 16 |
ITEM 9A (T) | Controls and Procedures | 16 |
| PART III |
|
ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 17 |
ITEM 11 | Executive Compensation | 17 |
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 19 |
ITEM 13 | Certain Relationships and Related Transactions | 19 |
ITEM 14 | Principal Accountant Fees and Services | 19 |
| PART IV |
|
ITEM 15 | Exhibits | 20 |
3
PART I
Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
We were incorporated in the State of Nevada on January 20, 2011. We intend to provide service in advertising of Real Estate listings in Canada. We offer an advertising system for Real Estate brokers and agencies. Our service includes uploading and updating the listings adds from our main server to receiver boxes and displays located at many different locations of our customers choice. Locations for monitor installation will be chosen by our potential clients. They have to arrange the leasing advertising space and install their monitors. We can recommend a technician who can assist them with the installation and who will charge them for his service. Our potential customers will be required to execute advertising contracts with us, and we will advice them in the purchase of television/monitor and a small server that will act as a receiver box, that are compatible with our system. Our potential clients will be required to provide to us an HD television such as an LCD or Plasma televisions or monitor, and any computer (receiver box) which must support Windows XP or Windows Vista. All these equipment will belong to our customers. At our office we will have our main server, which will act as an uploader box. It will be connected to our office network and the Internet to download clients listings in real time from our website. The brokers listings will be automatically downloaded from our main server to the receiver boxes and shown on their displays located at their locations. The listings advertizing will include the contact information of brokers and agencies, their logos, company names and other information as requested by the clients. Advertisements will also contain photo galleries, logos, and brokers pictures. Our customers will choose the quantity and locations for the monitors.
We have not generated any revenues and the only operation we have engaged in is the development of a business plan and execution of the two Real Estate Listing Advertising Agreements.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
Item 4. Submission of Matters to a Vote of Security Holders
None.
4
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol LMTS. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a companys operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of February 29, 2012, no shares of our common stock have traded.
Number of Holders
As of February 29, 2012, the 5,540,000 issued and outstanding shares of common stock were held by a total of 27 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended February 29, 2012. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
5
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
(A DEVELOPMENT STAGE COMPANY)
Report of Independent Registered Public Accounting Firm
Balance Sheets as of February 29, 2012 and February 28, 2011
Statements of Expenses for the year ended February 29, 2012; and the periods from inception (January 20, 2011)
to February 28, 2011 and February 29, 2012
Statement of Stockholders Equity from inception (January 20, 2011) to February 29, 2012
Statements of Cash Flows for the year ended February 29, 2012; and the periods from inception (January 20, 2011)
to February 28, 2011 and February 29, 2012
Notes to the Audited Financial Statements
6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Lambent Solutions Corporation
(A Development Stage Company)
Laval, Quebec Canada
We have audited the accompanying balance sheets of Lambent Solutions Corporation (A Development Stage Company) (the Company) as of February 29, 2012 and February 28, 2011, and the related statements of expenses, stockholders equity and cash flows for the year ended February 29, 2012 and for the periods from January 20, 2011 (inception) through February 28, 2011 and February 29, 2012. These financial statements are the responsibility of the Companys 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 an 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 Companys 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 the Company as of February 29, 2012 and February 28, 2011, and the results of its operations and its cash flows for the years then ended and for the periods from January 20, 2011 (inception) through February 28, 2011 and February 29, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated significant revenue. This condition raises significant doubt about the Companys ability to continue as a going concern. Managements plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
May 2, 2012
7
LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS | |||
| FEBRUARY 29, 2012 | FEBRUARY 28, 2011 | |
ASSETS |
|
| |
CURRENT ASSETS |
|
| |
| Cash and cash equivalents | $ 7,084 | $ 7,963 |
| Prepaid Expenses | 2,926 | - |
| TOTAL CURRENT ASSETS | 10,010 | 7,963 |
TOTAL ASSETS | $ 10,010 | $ 7,963 | |
LIABILITIES AND STOCKHOLDERS EQUITY | |||
CURRENT LIABILITIES |
|
| |
| Loans from related party - Director | $ 4,156 | $ 4,156 |
| Total current liabilities | 4,156 | 4,156 |
TOTAL LIABILITIES | 4,156 | 4,156 | |
STOCKHOLDERS EQUITY |
|
| |
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
|
|
| 5,540,000 and 4,500,000 shares issued and outstanding, respectively | 5,540 | 4,500 |
| Additional paid-in-capital | 19,760 | - |
| Deficit accumulated during the development stage | (19,446) | (693) |
TOTAL STOCKHOLDERS EQUITY | 5,854 | 3,807 | |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 10,010 | $ 7,963 |
The accompanying notes are an integral part of these audited financial statements.
8
LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF EXPENSES | |||
| YEAR ENDED FEBRUARY 29, 2012 | From Inception (JANUARY 20, 2011) to FEBRUARY 28, 2011 | From Inception (JANUARY 20, 2011) to FEBRUARY 29, 2012 |
|
|
|
|
Expenses |
|
|
|
General and administrative expenses | 18,753 | 693 | 19,446 |
Total Expense | 18,753 | 693 | 19,446 |
Net loss | $ (18,753) | $ (693) | $ (19,446) |
Basic and Diluted Loss Per Common Share | $ (0.00) | $ (0.00) |
|
Weighted Average Number of Common Shares Outstanding | 5,239,149 | 787,500 |
|
The accompanying notes are an integral part of these audited financial statements.
9
LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS EQUITY | |||||
| Number of Common Shares | Amount | Additional Paid-in- Capital | Deficit accumulated During development stage | Total |
Balance at inception | - | $ - | $ - | $ - | $ - |
February 22, 2011 |
|
|
|
|
|
Common shares issued for cash at $0.001 | 4,500,000 | 4,500 | - | - | 4,500 |
Net loss |
|
|
| (693) | (693) |
Balance as of February 28, 2011 | 4,500,000 | 4,500 | - | (693) | 3,807 |
Common shares issued for cash at $0.02 | 1,040,000 | 1,040 | 19,760 | - | 20,800 |
Net loss |
|
|
| (18,753) | (18,753) |
Balance as of February 29, 2012 | 5,540,000 | $ 5,540 | $ 19,760 | $ (19,446) | $ 5,854 |
The accompanying notes are an integral part of these audited financial statements.
10
LAMBENT SOLUTIONS CORP. (A DEVELOPMENT STAGE COMPANY) SATEMENTS OF CASH FLOWS | ||||||
| YEAR ENDED FEBRUARY 29, 2012 | From Inception (JANUARY 20, 2011) to FEBRUARY 28, 2011 | From Inception (JANUARY 20, 2011) to FEBRUARY 29, 2012 | |||
OPERATING ACTIVITIES |
|
|
| |||
| Net loss | $ (18,753) | $ (693) | $ (19,446) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
|
|
| ||
| Changes in operating assets and liabilities |
|
|
| ||
| Prepaid expenses | (2,926) |
| (2,926) | ||
| Net cash used in operating activities | (21,679) | (693) | (22,372) | ||
FINANCING ACTIVITIES |
|
|
| |||
| Loans from related party - Director | - | 4,156 | 4,156 | ||
| Sale of common stock | 20,800 | 4,500 | 25,300 | ||
| Net cash provided by financing activities | 20,800 | 8,656 | 29,456 | ||
Net increase in cash and equivalents | (879) | 7,963 | 7,084 | |||
Cash and equivalents at beginning of the period | 7,963 | - | - | |||
Cash and equivalents at end of the period | $ 7,084 | $ 7,963 | $ 7,084 | |||
| SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
| ||
| Cash paid for: |
|
|
| ||
| Interest | $ - | $ - | $ - | ||
| Taxes | $ - | $ - | $ - | ||
NON-CASH ACTIVITIES | $ - | $ - | $ - |
The accompanying notes are an integral part of these audited financial statements.
11
LAMBENT SOLUTIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
1. ORGANIZATION, BUSINESS OPERATIONS and GOING CONCERN
Lambent Solutions Corp (we, our or the Company) was founded in the state of Nevada on January 20, 2011. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification 915-205 "Development-Stage Entities. Since inception through February 29, 2012, the Company has not generated any revenue and has accumulated losses of $19,446. We are a Montreal-based company and intend to provide service in advertising of Real Estate listings in Canada.
GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $19,446 as of February 29, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Cash and Cash equivalents
For purposes of the Statement of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
12
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
Recently issued accounting pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.
On February 22, 2011, the Company issued 4,500,000 common shares at $0.001 per share to its sole Director for $4,500.
For the year ended February 29, 2012 the Company sold 1,040,000 common shares at $0.02 per share to various investors, for gross proceeds of $20,800.
As of February 29, 2012 the Company had 5,540,000 shares of common stock issued and outstanding.
4. RELATED PARTY TRANSACTIONS
As at February 29, 2012, the Company is indebted to the director of the Company for the amount of $4,156. The amount is due on demand, non-interest bearing and unsecured.
5. INCOME TAXES
As of February 29, 2012, the Company had net operating loss carry forwards of $19,446 that may be available to reduce future years taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
Components of net deferred tax assets are as follows at February 29, 2012 and February 28, 2011.
| Year Ended | Year Ended |
| February 29, 2012 | February 28, 2011 |
Deferred tax assets: |
|
|
Net operating loss carry forward | $ 6,806 | $ 243 |
Less: valuation allowance | (6,806) | (243) |
Net deferred tax assets | $ - | $ - |
13
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
FISCAL YEAR ENDED FEBRUARY 29, 2012 COMPARED TO FISCAL YEAR ENDED FEBRUARY 28, 2011.
Our net loss for the fiscal year ended February 29, 2012 was $18,753 compared to a net loss of $693 for the period from Inception (January 20, 2011) to February 28, 2011. During fiscal year ended February 29, 2012, the Company did not generate any revenue.
During the fiscal year ended February 29, 2012, we incurred general and administrative expenses of $18,753compared to $693 incurred during the period from Inception (January 20, 2011) to February 28, 2011. These expenses incurred during the fiscal year ended February 29, 2012 consisted of: bank charges of $42 (2011: $0); professional fees of $11,162 (2011: $-0-); and miscellaneous charges of $7,549 (2011: $693).
Expenses incurred during fiscal year ended February 29, 2012 compared to fiscal year ended February 28, 2011 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.
The weighted average number of shares outstanding was 5,239,000 for the fiscal year ended February 29, 2012 compared to 787,500 for the fiscal year ended February 28, 2011.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED FEBRUARY 29, 2012
As of February 29, 2012, our current assets were $10,010 and our total liabilities were $4,156. As of February 29, 2012, current assets were comprised of $7,084 in cash and $2,926 in prepaid expenses. As of February 29, 2012, total liabilities were comprised of $4,156 in loans from related parties.
As of February 29, 2012, our total assets were $10,010 comprised entirely of current assets. Stockholders equity increased from $3,807 as of February 28, 2011 to $5,854 as of February 29, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended February 29, 2012, net cash flows used in operating activities was $21,679 consisting of a net loss of $18,753 and increase in prepaid expenses of $2,926. Net cash flows used in operating activities was $22,372 for the period from inception (January 20, 2011) to February 29, 2012.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended February 29, 2012 net cash provided by financing activities was $20,800, received from proceeds from issuance of common stock. For the period from inception (January 20, 2011) to February 29, 2012, net cash provided by financing activities was $29,456 received from proceeds from issuance of common stock and loan from Director.
14
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our February 29, 2012 and February 28, 2011 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
15
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
An evaluation was conducted under the supervision and with the participation of our management, including Ms. Irina Dondikova, our Chief Executive Officer and our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2012. Based on that evaluation, Ms. Dondikova concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year ended February 29, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our disclosure controls and procedures included a review of the disclosure controls' and procedures' objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, if any, including process improvements, were being undertaken. Our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this Annual report, our disclosure controls and procedures were not effective and were not operating at the reasonable assurance level because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:
- The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.
- Lack of a formal review process that includes multiple levels of review, resulting in adjustments related to accounts payable and investments.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of February 29, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.
16
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
Name and Address of Executive Officer and/or Director |
| Age |
| Position |
|
|
|
|
|
Irina Dondikova 400 St-Martin West Blvd., Suite 350 Laval, QC H7M 3Y8 Canada |
| 30 |
| President, Secretary, Treasurer and Director |
Biographical Information and Background of officer and director
Ms. Dondikova has acted as our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors since our incorporation on January 20, 2011. In 2004-2005, Irina Dondikova went to College "Chambre Immobilière du Grand Montréal" to study a Real Estate Agent program. She obtained a Certificate Real Estate Broker D6613AA. Thereafter, from May 2005 till February 2010 she worked as a real estate agent at "Group Sutton Excellence Inc." Since June 2008 to July 2009 she studied at College "Chambre Immobilière du Grand Montréal" to complete the Real Estate Certified Broker course. After the completion she obtained Certificate Certified Real Estate Broker F0439CA. In February 2010 she opened her own Real Estate Agency, Casa Bella Realty Inc., and she has been working as a President/Chief Executive Officer of Casa Bella Realty Inc,.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
Item 11. Executive Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on January 20, 2011 to February 29, 2012 (our fiscal year end) and subsequent thereto to the date of this prospectus.
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SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) |
Irina Dondikova, President, Treasurer and Secretary |
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2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
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There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of February 29, 2012, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides certain information regarding the ownership of our common stock, as of February 29, 2012 and as of the date of the filing of this annual report by:
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| each of our executive officers; |
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| each director; |
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| each person known to us to own more than 5% of our outstanding common stock; and |
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| all of our executive officers and directors and as a group. |
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage | |
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Common Stock |
| Irina Dondikova 400 St-Martin West Blvd., Suite 350 Laval, QC H7M 3Y8 Canada |
| 4,500,000 shares of common stock |
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| 81.23% |
The percent of class is based on 5,540,000 shares of common stock issued and outstanding as of the date of this annual report.
Item 13. Certain Relationships and Related Transactions
During the year ended February 29, 2012, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14. Principal Accountant Fees and Services
During fiscal year ended February 29, 2012, we incurred approximately $7,600 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements.
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Item 15. Exhibits
The following exhibits are filed as part of this Annual Report.
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LAMBENT SOLUTIONS CORP. |
Dated: May 4, 2012 | By: /s/ Irina Dondikova |
| Irina Dondikova, President and Chief Executive Officer and Chief Financial Officer |
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