Attached files
file | filename |
---|---|
EX-31.2 - CERTIFICATION - ENDEAVOR IP, INC. | fntu_ex312.htm |
EX-32.1 - CERTIFICATION - ENDEAVOR IP, INC. | fntu_ex321.htm |
EX-31.1 - CERTIFICATION - ENDEAVOR IP, INC. | fntu_ex311.htm |
EX-21.2-A - CERTIFICATE OF INCORPORATION - ENDEAVOR IP, INC. | fntu_ex211.htm |
EX-21.2-B - STOCK TRANSFER FORM - ENDEAVOR IP, INC. | fntu_ex212.htm |
EX-10.8 - PROMISSORY NOTE - ENDEAVOR IP, INC. | fntu_ex108.htm |
EX-10.9 - AGREEMENT OF SALE - ENDEAVOR IP, INC. | fntu_ex109.htm |
EX-32.2 - CERTIFICATION - ENDEAVOR IP, INC. | fntu_ex322.htm |
EXCEL - IDEA: XBRL DOCUMENT - ENDEAVOR IP, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended April 30, 2012
|
|
or
|
|
o
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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: 333-172440
Finishing Touches Home Goods Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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45-2563323
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
|
|
3420 E. Shea Boulevard, Suite 200, Phoenix, AZ
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85028
|
|
(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number including area code: (480) 945-3449
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
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Outstanding as of June 19, 2012
|
|
Common Stock, $0.001 par value
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9,000,000
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FINISHING TOUCHES HOME GOODS INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
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|||||
Item 1. |
Financial Statements
|
F-1 | |||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
3 | |||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
7 | |||
Item 4. |
Controls and Procedures
|
7 | |||
PART II - OTHER INFORMATION
|
|||||
Item 1. |
Legal Proceedings
|
8 | |||
Item 1A. |
Risk Factors
|
8 | |||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
8 | |||
Item 3. |
Defaults Upon Senior Securities
|
8 | |||
Item 4. |
Mine Safety Disclosures
|
8 | |||
Item 5. |
Other Information
|
8 | |||
Item 6. |
Exhibits
|
9 | |||
SIGNATURES | 11 |
2
PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Finishing Touches Home Goods Inc.
April 30, 2012 and 2011
Index to the Consolidated Financial Statements
Contents | Page(s) | |||
Consolidated Balance Sheets at April 30, 2012 (Unaudited) and October 31, 2011 | F-2 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months and Six Months Ended April 30, 2012 and 2011 (Unaudited) | F-3 | |||
Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from December 8, 2009 (Inception) through April 30, 2012 (Unaudited) | F-4 | |||
Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2012 and 2011 (Unaudited) | F-5 | |||
Notes to the Consolidated Financial Statements (Unaudited)
|
F-6 |
F-1
Finishing Touches Home Goods Inc.
Consolidated Balance Sheets
April 30, 2012
|
October 31, 2011
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$
|
35,493
|
$
|
-
|
||||
VAT tax receivable
|
417
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-
|
||||||
Prepaid expenses
|
7,500
|
3,120
|
||||||
Net current assets of discontinued operations
|
21
|
25,560
|
||||||
Total current assets
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43,431
|
28,680
|
||||||
NET FIXED ASSETS OF DISCONTINUED OPERATIONS
|
1,603
|
1,817
|
||||||
Total Assets |
$
|
45,034
|
$
|
30,497
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Net currrent liabilities of discontinued operations
|
$
|
4,133
|
$
|
1,876
|
||||
Accounts payable
|
14,082
|
41,857
|
||||||
Accrued interest
|
1,705
|
-
|
||||||
Accrued compensation - officers
|
11,139
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9,600
|
||||||
Advances from former stockholder
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-
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2,198
|
||||||
Payroll tax payable
|
25,638
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-
|
||||||
Notes payable
|
100,000
|
-
|
||||||
Total current liabilities
|
156,697
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55,531
|
||||||
Total liabilities |
156,697
|
55,531
|
||||||
STOCKHOLDERS' DEFICIT:
|
||||||||
Common stock, $0.001 par value, 75,000,000 shares authorized;
|
||||||||
9,000,000 shares issued and outstanding
|
9,000
|
9,000
|
||||||
Additional paid-in capital
|
63,962
|
27,000
|
||||||
Accumulated deficit
|
(182,016)
|
(61,034)
|
||||||
Accumulated other comprehensive loss
|
||||||||
Foreign currency translation gain (loss)
|
(2,609)
|
-
|
||||||
Total stockholders' deficit
|
(111,663)
|
(25,034)
|
||||||
Total Liabilities and Stockholders' Deficit |
$
|
45,034
|
$
|
30,497
|
See accompanying notes to the consolidated financial statements.
F-2
Finishing Touches Home Goods Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three
Months
|
For the Three Months
|
For the Six
Months
|
For the Six
Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
April 30, 2011
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
REVENUE
|
$ | - | $ | 17,151 | $ | 23,500 | $ | 21,151 | ||||||||
COST OF REVENUE
|
- | 4,446 | - | 4,446 | ||||||||||||
GROSS PROFIT
|
- | 12,705 | 23,500 | 16,705 | ||||||||||||
OPERATING EXPENSES:
|
||||||||||||||||
Professional fees
|
17,761 | 14,065 | 33,102 | 17,065 | ||||||||||||
Rent expense
|
- | 1,863 | 2,118 | 3,686 | ||||||||||||
Salary and wages - officers
|
77,994 | 1,800 | 79,698 | 3,600 | ||||||||||||
Salary and wages - other
|
- | 1,500 | 1,800 | 1,500 | ||||||||||||
Travel expense
|
3,622 | 14,563 | 6,137 | 14,563 | ||||||||||||
Website development cost
|
- | 51 | - | 9,207 | ||||||||||||
General and administrative
|
3,616 | - | 3,558 | 147 | ||||||||||||
Total Operating Expenses
|
102,993 | 33,842 | 126,413 | 49,768 | ||||||||||||
LOSS FROM OPERATIONS
|
(102,993 | ) | (21,137 | ) | (102,913 | ) | (33,063 | ) | ||||||||
OTHER (INCOME) EXPENSES
|
||||||||||||||||
Interest expense
|
1,705 | - | 1,705 | - | ||||||||||||
Foreign currency transaction (gain) loss
|
- | 38 | - | 38 | ||||||||||||
Total Other (Income) Expenses, net
|
1,705 | 38 | 1,705 | 38 | ||||||||||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(104,698 | ) | (21,175 | ) | (104,618 | ) | (33,101 | ) | ||||||||
INCOME TAX PROVISION
|
- | - | - | - | ||||||||||||
LOSS FROM CONTINUING OPERATIONS
|
(104,698 | ) | (21,175 | ) | (104,618 | ) | (33,101 | ) | ||||||||
DISCONTINUED OPERATIONS
|
||||||||||||||||
Loss from operations of discontinued operations, net of taxes
|
(159 | ) | (16,765 | ) | (16,364 | ) | (16,995 | ) | ||||||||
Loss from discontinued operations, net of taxes
|
(159 | ) | (16,765 | ) | (16,364 | ) | (16,995 | ) | ||||||||
NET LOSS
|
(104,857 | ) | (37,940 | ) | (120,982 | ) | (50,096 | ) | ||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||||||||||
Foreign currency translation gain (loss)
|
(2,609 | ) | - | (2,609 | ) | - | ||||||||||
TOTAL COMPREHENSIVE LOSS
|
$ | (107,466 | ) | $ | (37,940 | ) | $ | (123,591 | ) | $ | (50,096 | ) | ||||
NET LOSS PER COMMON SHARE:
|
||||||||||||||||
- BASIC AND DILUTED
|
||||||||||||||||
Continuing Operations
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||
Discontinued Operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
Net loss per common share
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted average common shares outstanding:
|
||||||||||||||||
- basic and diluted
|
9,000,000 | 9,000,000 | 9,000,000 | 9,000,000 |
See accompanying notes to the consolidated financial statements.
F-3
Finishing Touches Home Goods Inc.
Consolidated Statement of Stockholders’ Equity (Deficit)
For the Period from December 8, 2009 (Inception) through April 30, 2012
(Unaudited)
Common stock, $0.001 Par Value
|
Other | Total | ||||||||||||||||||||||
Number of
Shares
|
Amount
|
Additional
Paid-in Capital
|
Accumulated
Deficit
|
Comprehensive Income (loss)
|
Stockholders'
Equity (Deficit)
|
|||||||||||||||||||
Balance, December 8, 2009 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance of common shares for cash
|
||||||||||||||||||||||||
at par on August 30, 2010
|
3,000,000 | 3,000 | - | - | - | 3,000 | ||||||||||||||||||
Issuance of common shares for cash
|
||||||||||||||||||||||||
at par on September 11, 2010
|
3,000,000 | 3,000 | - | - | - | 3,000 | ||||||||||||||||||
Issuance of common shares for cash at $0.01 | ||||||||||||||||||||||||
per share for the period from September 20,
|
||||||||||||||||||||||||
2010 through October 14, 2010
|
3,000,000 | 3,000 | 27,000 | - | - | 30,000 | ||||||||||||||||||
Net loss
|
- | - | - | (12,233 | ) | - | (12,233 | ) | ||||||||||||||||
Balance, October 31, 2010
|
9,000,000 | 9,000 | 27,000 | (12,233 | ) | - | 23,767 | |||||||||||||||||
Net loss
|
- | - | - | (48,801 | ) | - | (48,801 | ) | ||||||||||||||||
Balance, October 31, 2011
|
9,000,000 | 9,000 | 27,000 | (61,034 | ) | - | (25,034 | ) | ||||||||||||||||
Forgiveness of advances from former stockholder
|
||||||||||||||||||||||||
and accrued compensation - officers
|
- | - | 36,962 | - | - | 36,962 | ||||||||||||||||||
Foreign translation adjustment
|
- | - | - | - | (2,609 | ) | (2,609 | ) | ||||||||||||||||
Net loss
|
- | - | - | (120,982 | ) | - | (120,982 | ) | ||||||||||||||||
Balance, April 30, 2012
|
9,000,000 | $ | 9,000 | $ | 63,962 | $ | (182,016 | ) | $ | (2,609 | ) | $ | (111,663 | ) |
See accompanying notes to the consolidated financial statements.
F-4
Finishing Touches Home Goods Inc.
Consolidated Statements of Cash Flows
For the Six
Months
|
For the Six
Months
|
|||||||
Ended
|
Ended
|
|||||||
April 30, 2012
|
April 30, 2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (120,982 | ) | $ | (50,096 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
214 | 107 | ||||||
Changes in operating assets and liabilities:
|
||||||||
VAT tax receivable
|
(417 | ) | 8,273 | |||||
Prepaid expenses
|
(4,380 | ) | 1,840 | |||||
Accounts payable
|
(24,026 | ) | 14,193 | |||||
Accrued interest
|
1,705 | (7,000 | ) | |||||
Accrued compensation - officers
|
12,843 | 3,600 | ||||||
Payroll taxes payable
|
24,146 | 1,558 | ||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(110,897 | ) | (27,525 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Cash paid in disposal of discontinued operations
|
(21 | ) | - | |||||
Purchase of office equipment
|
- | (2,138 | ) | |||||
NET CASH USED IN INVESTING ACTIVITIES
|
(21 | ) | (2,138 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from note payable
|
100,000 | - | ||||||
Advance from stockholder
|
23,460 | - | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
123,460 | - | ||||||
EFFECT OF FOREIGN EXCHANGE
|
(2,609 | ) | - | |||||
NET CHANGE IN CASH
|
9,933 | (29,663 | ) | |||||
Cash at beginning of period
|
25,560 | 33,852 | ||||||
Cash at end of period
|
$ | 35,493 | $ | 4,189 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
Interest paid
|
$ | - | $ | - | ||||
Income tax paid
|
$ | - | $ | - | ||||
NON CASH FINANCING AND INVESTING ACTIVITIES:
|
||||||||
Forgiveness of debt from former stockholder and officer - accrued compensation
|
$ | 11,304 | $ | - | ||||
Forgiveness of debt from former stockholder and officer - advances from stockholder
|
$ | 25,658 | $ | - |
See accompanying notes to the consolidated financial statements.
F-5
Finishing Touches Home Goods Inc.
April 30, 2012 and 2011
Notes to the Consolidated Financial Statements
(Unaudited)
Note 1 – Organization and Operations
Finishing Touches Home Goods Inc.
Finishing Touches Home Goods Inc. (the “Company”), was incorporated under the laws of the State of Nevada on December 8, 2009. The Company provides consulting services, installation, and sales of accessibility and safety products for residential and commercial buildings that require access by handicapped individuals or individuals with limited joint mobility. All of the Company’s operations have been carried out via third party independent contractors in the Russian Federation (“Russia”) in U.S. Dollars.
Formation and Sale of Finishing Touches Home Goods (Canada) Inc.
On May 5, 2010, the Company formed a wholly owned subsidiary, Finishing Touches Home Goods Inc., an Ontario, Canada Corporation (“FTHG Canada”). FTHG Canada uses the U.S. Dollar as its reporting currency as well as its functional currency. However, from time to time FTHG Canada incurs certain expenses in Canadian Dollars.
On June 14, 2012, the Company discontinued its operation in Canada and sold its 100% ownership in FTHG Canada for cash payment of $1 as consideration.
The financial statements for the interim periods ended April 30, 2012 and 2011 have been presented to give retroactive effect to this discontinuance.
Change in Control
On January 27, 2012, pursuant to the terms of the Affiliate Stock Purchase Agreements (“Stock Purchase Agreements”) dated January 27, 2012 between Mr. Nikolay Koval, Mrs. Ravilya Islyntieva and Mr. Mark K. Hunter, Mr. Hunter purchased a combined total of 6,000,000 shares of the Company’s common stock from Mr. Koval, and Mrs. Islyntieva, former stockholders and officers of the Company, for cash consideration of $30,000. As a result of the transaction, Mr. Hunter became the Company’s largest stockholder with approximately 66.7% of the total issued and outstanding shares of stock.
Effective January 27, 2012, Mr. Koval resigned as President and Chief Executive Officer of the Company and Mrs. Islyntieva resigned as Treasurer and Chief Financial Officer of the Company. Mr. Hunter was appointed as CEO, CFO, President, Secretary, Treasurer and Director of the Company.
As a result of the foregoing, there was a change in control of the Company on January 27, 2012.
Formation of Endeavour Principle Capital Limited
On January 13, 2012, Mr. Hunter formed a private limited company Endeavour Principle Capital Limited, a UK corporation, (“Endeavour”) in the United Kingdom on behalf of the Company and later transferred the 100% ownership to the Company at no charge.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation – Unaudited Interim Financial Information
The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended October 31, 2011 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on December 8, 2011.
F-6
Reclassification
Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
Principle of Consolidation
The accompanying consolidated financial statements include all of the accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows:
Entity
|
|
Reporting period ending date(s) and reporting period(s)
|
FTHG
|
As of April 30, 2012 and 2011, for the interim period ended April 30, 2012 and 2011
|
|
FTHG Canada
|
As of April 30, 2012 and 2011, for the interim period ended April 30, 2012 and 2011
|
|
Endeavour
|
As of April 30, 2012 and 2011, for the interim period ended April 30, 2012 and 2011
|
All inter-company balances and transactions have been eliminated.
Use of Estimates and Assumptions
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.
The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; and its wholly-owned subsidiary’s functional currency and foreign currency exchange rate; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
F-7
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amount of the Company’s financial assets and liabilities, such as cash, VAT receivable, accounts payable, accrued expenses, and payroll taxes payable approximate their fair value because of the short maturity of those instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.
Fiscal Year End
The Company elected October 31 as its fiscal year end date.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
F-8
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.
Foreign Currency Transactions
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency and British Pound, Endeavour, its wholly owned subsidiary’s functional currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.
F-9
Company’s operations are substantially carried out via Endeavour in the United Kingdom in British Pound. The change in exchange rates between the U.S. Dollar, its reporting, or British Pound, Endeavour’s functional currency and foreign currencies, the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally is included in determining net income (loss) for the period in which the exchange rate changes.
Income Tax Provision
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended April 30, 2012 or 2011.
Foreign Currency Translation
The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash.
F-10
The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss).
Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiary’s local currencies to be their respective functional currencies.
The financial records of the Company's UK operating subsidiary are maintained in their local currency, the British Pound (“GBP”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity.
Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Management believes that the difference between GBP vs. U.S. dollar exchange rate quoted by the PBOC and GBP vs. U.S. dollar exchange rate reported by OANDA Corporation were immaterial. Translations do not imply that the GBP amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars. Translation of amounts from GBP into U.S. dollars has been made at the following exchange rates for the respective periods:
|
April 30, 2012
|
|||
Balance sheet
|
1.6264
|
|||
Statement of operations and comprehensive income (loss)
|
1.5874
|
Net Income (Loss) per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
There were no potentially dilutive shares outstanding at the reporting date for the interim period ended April 30, 2012 or 2011.
F-11
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently Issued Accounting Pronouncements
FASB Accounting Standards Update No. 2011-05
In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
F-12
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
FASB Accounting Standards Update No. 2011-08
In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-10
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10“Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.
The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.
FASB Accounting Standards Update No. 2011-11
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11“Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
F-13
FASB Accounting Standards Update No. 2011-12
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12“Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.
All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Other Recently Issued, but Not Yet Effective Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3 – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at April 30 2012, a net loss and net cash used in operating activities for the interim period then ended, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Notes Payable
On March 23, 2012 the Company signed a unsecured note payable with a third-party for the principal amount of $100,000 due on demand with simple interest at 16% per annum. Interest expense of $1,705 was accrued as of April 30, 2012.
Note 5 – Related Party Transactions
Advances from Former Stockholder
From time to time, the former president and chief executive officer and a stockholder of the Company provided advances to the Company for its working capital purposes. These advances bore no interest and were due on demand.
The former President of the Company advanced $0 and $2,198 in aggregate to the Company for the fiscal year ended October 31, 2011 and for the period from December 8, 2009 (inception) through October 31, 2010, respectively and the Company did not make any repayment toward these advances.
F-14
The former President of the Company advanced $23,460 to the Company for the period from November 1, 2011 through January 27, 2012, the date of change in control and the Company did not make any repayment toward these advances.
Forgiveness of Advances from Former Stockholders and Accrued Compensation – Former Officers
On January 27, 2012, pursuant to the terms of the Stock Purchase Agreements the former stockholders and officers forgave advances of $25,658 and accrued compensation of $11,304, respectively or $36,962 in aggregate, which were recorded as contributions to capital.
Compensation for the Sole Officer
In January 2012, Mr. Mark Hunter was appointed as Chief Executive Officer, Chief Financials Officer, Secretary, Treasurer and sole Director of the Company. Mr. Hunter’s monthly compensation is Pounds Sterling 10,833 (equivalent to $ 17,197).
As of April 30, 2012, the Company had $11,139 due to Mark for his services.
Note 6 – Stockholders’ Equity (Deficit)
Shares Authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $.001 per share.
Common Stock
The Company was incorporated on December 8, 2009 and is authorized to issue up to 75,000,000 shares of common stock with $0.001 par value.
On August 30, 2010, the Company sold 3,000,000 shares of common stock at par to one of the directors for $3,000 in cash.
On September 11, 2010, the Company sold 3,000,000 shares of common stock at par to the other director for $3,000 in cash.
For the period between September 20, 2010 and October 14, 2010, the Company sold 3,000,000 shares of its common stock at $0.01 per share in a private placement to 30 individuals for $30,000 in cash.
Note 7 – Discontinued Operations
On June 14, 2012, the Company discontinued its operations in Canada and sold its 100% ownership of FTHG Canada to a third party for cash payment of $1.
The Company has reflected the results of this business as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for all periods presented. The assets and liabilities of this business are reflected as assets and liabilities of discontinued operations in the consolidated balance sheets for all periods presented.
F-15
Results of discontinued operations for the interim periods ended April 30, 2012 and 2011 are as follows:
For the Three Months
|
For the Three Months
|
For the Six
Months
|
For the Six
Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
April 30, 2011
|
|||||||||||||
Operating expenses
|
$ | 159 | $ | 16,765 | $ | 16,364 | $ | 16,995 | ||||||||
Loss from discontinued operations, net of tax
|
$ | 159 | $ | 16,765 | $ | 16,364 | $ | 16,995 |
The assets and liabilities classified as discontinued operations as of April 30, 2012 and October 31, 2011 were as follows:
April 30, 2012
|
October 31, 2011
|
|||||||
Cash
|
$ | 21 | $ | 25,560 | ||||
Net current assets of discontinued operations
|
$ | 21 | $ | 25,560 | ||||
Fixed assets, net
|
$ | 1,603 | $ | 1,817 | ||||
Net fixed assets of discontinued operations
|
$ | 1,603 | $ | 1,817 | ||||
Accounts payable and payroll tax payable
|
$ | 4,133 | $ | 1,876 | ||||
Net current liabilities of discontinued operations
|
$ | 4,133 | $ | 1,876 |
F-16
Note 8 - Foreign Operations
Foreign Operations
The Company’s operations are substantially carried out in the United Kingdom (“UK”). Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the UK. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things.
Note 9 – Subsequent Events
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following reportable subsequent events be disclosed as follow:
On June 10, 2012 the Company signed an unsecured promissory note with a third-party for the principal amount of $100,000 due on demand with simple interest at 16% per annum.
On June 14, 2012, the Company sold its 100% of ownership in FTHG Canada for a cash payment of $1.
F-17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
Our Business
General
Finishing Touches Home Goods Inc. (the “Company”), was formed as a corporation pursuant to the laws of the State of Nevada on December 8, 2009. We are an integrated consulting firm that assists individuals, organizations, companies and government agencies in finding solutions to home and workplace-related barriers for seniors and people with disabilities as well as ergonomics consultancy. Our company is focused on providing services and products that make the end user’s living conditions safer and more accessible and helps to create barrier-free homes and workplace environments. The Company provides consulting services, including site audits and accessibility/ergonomic planning and development; installation and sales of accessibility, ergonomic and safety products, ergonomic consultancy for homes and businesses.
On May 5, 2010 the Company formed a wholly owned subsidiary Finishing Touches Home Goods Inc., an Ontario, Canada Corporation (“FTHG Canada”). On June 14, 2012 the Company discontinued its operations in Canada and sold its 100% ownership in FTHG Canada to a buyer for cash payment of $1 as consideration. The financial statements and financial information in this report for the interim periods have been presented to give retroactive effect to the discontinuation of FTHG Canada.
On January 13, 2012, our sole director and officer Mr. Mark Hunter formed a private limited company Endeavour Principle Capital Limited (“Endeavour”), a UK corporation in the United Kingdom on behalf of the Company and later transferred the ownership of Endeavour to the Company at no consideration.
References in this report to “Finishing Touches Home Goods Inc.” refer to Finishing Touches Home Goods Inc. and its subsidiaries on a consolidated basis, unless otherwise indicated or the context otherwise requires, such as the retroactive exclusion of FTHG Canada from its consolidated financial statements and financial information.
3
Change in Control and Board of Directors
On January 27, 2012, pursuant to the terms of the Stock Purchase Agreements, Mr. Mark Hunter purchased a combined total of 6,000,000 shares of the Company’s common stock from former stockholders and officers of the Company for cash consideration of $30,000. As a result of the transaction, Mr. Hunter became the Company’s largest stockholder with approximately 66.7% of the Company’s issued and outstanding stocks.
Effective January 27, 2012, Nikolay Koval resigned as our President and Chief Executive Officer and Ravilya Islyntieva resigned as our Treasurer and Chief Financial Officer, and Mr. Hunter was appointed as our CEO, CFO, President, Secretary, Treasurer and to the Company’s board of directors.
Effective March 2, 2012 Nikolay Koval, Ravilya Islyntieva, Roman Urkevitch and Olga Shenberger resigned as directors of the Company, resulting in Mr. Hunter being the sole director of the Company.
Going Concern
The Company to date has funded its initial operations through the issuance of 9,000,000 shares of capital stock for the net proceeds of $36,000, revenue from sales of $142,434 and issuance of two promissory notes for gross proceeds of $200,000. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the year ended October 31, 2011, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of Endeavour, our wholly owned UK subsidiary and have been presented to give retroactive effect to the discontinuance of FTHG Canada. All significant intercompany balances and transactions have been eliminated on consolidation.
Results of discontinued operations in Canada for the interim periods ended April 30, 2012 and 2011 were as follows:
For the Three Months
|
For the Three Months
|
For the Six
Months
|
For the Six
Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
April 30, 2011
|
|||||||||||||
Operating expenses
|
$ | 159 | $ | 16,765 | $ | 16,364 | $ | 16,995 | ||||||||
Loss from discontinued operations, net of tax
|
$ | 159 | $ | 16,765 | $ | 16,364 | $ | 16,995 |
Six months ended April 30, 2012 compared to six months ended April 30, 2011
During the six months ended April 30, 2012 we generated $23,500 (2011: $21,151) in revenues from sales and incurred $120,982 (2011: $50,096) in losses from operations and net losses from continuing operations of $104,618 (2011: $33,101).
4
During the six months ended April 30, 2012, we incurred $126,413 (2011: $49,768) in operating costs including $79,698 for officers’ salary and wage expenses (2011: $3,600); $33,102 for professional fees (2011: $17,065); $6,137 for travel expenses (2011: $14,563) ; $2,118 for office rent (2011: $3,686); $Nil for website development costs (2011: $9,207); $1,800 for non-officer compensation (2011: $1,500), and $3,558 for other general and administrative expenses (2011: $147).
During the six months ended April 30, 2012 we incurred interest expense of $1,705 (2011: $Nil) on promissory note of $100,000 issued during March, 2012.
For the six months ended April 30, 2012 we retroactively recorded loss from operations of the discontinued operations in Canada of $16,364 (2011: 16,995).
During the six months ended April 30, 2012 we incurred other comprehensive loss – foreign currency translation loss of $2,609 (2011: $Nil) due to our UK subsidiary Endeavour using British Pound Sterling as its functional currency.
Three months ended April 30, 2012 compared to six months ended April 30, 2011
During the three months ended April 30, 2012 we generated $Nil (2011: $17,151) in revenues from sales and incurred $102,993 (2011: $21,137) in losses from operations and net losses from continuing operations of $104,698 (2011: $21,175).
During the three months ended April 30, 2012, we incurred $102,993 (2011: $33,842) in operating costs including $77,994 for officers’ salary and wage expenses (2011: $1,800); $17,761 for professional fees (2011: $14,065); $3,622 for travel expenses (2011: $14,563) ; $Nil for office rent (2011: $1,863); $Nil for website development costs (2011: $51); $Nil for non-officer compensation (2011: $1,500), and $3,616 for other general and administrative expenses (2011: $Nil).
During the three months ended April 30, 2012 we incurred interest expense of $1,705 (2011: $Nil) and on promissory note of $100,000 issued during March, 2012.
For the three months ended April 30, 2012 we retroactively recorded loss from operations of the discontinued operations in Canada of $159 (2011: 16,765).
During the three months ended April 30, 2012 we incurred other comprehensive loss – foreign currency translation loss of $2,609 (2011: $Nil) due to our UK subsidiary Endeavour using British Pound Sterling as its functional currency.
Liquidity and Capital Resources
We have incurred $182,061 in operating losses since inception. As of April 30, 2012, we had $35,493 in cash compared to $Nil at October 31, 2011. As of April 30, 2012, we had a working capital deficiency of $113,266, compared to a working capital deficit of $26,851 as of October 31, 2011.
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Net cash used in operating activities for the six months ended April 30, 2012 was $110,897, compared with net cash used in operating activities for the six months ended April 30, 2011 of $27,525. The increase in net cash used was due to an increase in operating costs and payments to our accounts payable in 2012. We used $2,138 in investing activities for purchase of computer equipment during the six months ended April 30, 2011. $21 was recorded as cash paid in disposal of our Canadian subsidiary. No cash was provided by financing activities during the six months ended April 30, 2011. We borrowed $23,460 from our former officer during the six months ended April 30, 2012 which was forgiven by this former officer. During the six months ended April 30, 2012 we raised $100,000 by issuing a promissory note that is not secured, due upon demand and bears interest at 16% per annum.
During June, 2012 we raised $100,000 by issuing an additional promissory note that is unsecured, due upon demand and bears simple interest rate of 16% per annum.
Since inception, we have sold 6,000,000 shares of common stock at $0.001 per share to our Directors for total proceeds of $6,000. For the period between September 20, 2010 and October 14, 2010, the Company sold 3,000,000 shares of its common stock at $0.01 per share in a private placement to 30 individuals for $30,000 in cash.
The Company must raise additional funds or increase revenues from sales in order to fund our continuing operations. We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our directors or financial institutions our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.
At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements.
Off Balance Sheet Arrangements
As of April 30, 2012 and the date of this report, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. However, because we have limited transactions which are all approved, carried out and reviewed by our directors and officers, the impact of the limitations are not material.
Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Currently we are not involved in any pending litigation or legal proceeding.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Effective July 21, 2011, the Company’s common stock is quoted on the OTC Bulletin Board under the symbol “FNTU”.
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ITEM 6. EXHIBITS
d) Exhibits
Exhibit No.
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Document Description
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3.1
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Articles of Incorporation (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
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3.2
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Bylaws (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
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10.1
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Service Contract with G-Force Productions dated March 11, 2010 (incorporated by reference to our registration statement on Form S-1 filed on February 25, 2011)
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10.2
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Independent Contractor Agreement with Urban Bliss Solutions dated December 3, 2010 (incorporated by reference to our registration statement on Form S-1/A filed on April 29, 2011)
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10.3
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Independent Contractor Agreement with Urban Bliss Solutions dated December 3, 2010 (incorporated by reference to our registration statement on Form S-1/A filed on April 29, 2011)
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10.4
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Independent Contractor Agreement with Haydon Development dated April 25, 2011 (incorporated by reference to our registration statement on Form S-1/A filed on April 29, 2011)
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10.5
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Affiliate Stock Purchase Agreement dated January 27, 2012 between Mark K. Hunter and Nikolay Koval filed on February 6, 2012
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10.6
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Affiliate Stock Purchase Agreement dated January 27, 2012 between Mark K. Hunter and Ravilya Islyntieva filed on February 6, 2012
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10.7
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Promissory Note delivered to Bay Capital A. G. dated March 23, 2012 filed on March 27, 2012
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10.8*
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Promissory Note delivered to Bay Capital A. G. dated June 10, 2012.
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10.9*
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Agreement of Sale of Finishing Touches Home Goods Inc. registered in Ontario, Canada, dated June 14, 2012
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21.1
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Finishing Touches Home Goods Inc. our wholly owned subsidiary registered in Ontario, Canada (incorporated by reference to our registration statement on Form S-1/A filed on April 29, 2011)
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21.2 – A*
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Certificate of Incorporation of Endeavour Principle Capital Limited, our wholly owned subsidiary registered in England and Whales
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21.2 – B*
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Stock Transfer Form of 100% ownership in Endeavour Principal Capital Limited from Mark Hunter to the Company
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31.1*
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Section 302 Certification of Chief Executive Officer
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32.1*
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Section 906 Certification of Chief Financial Officer
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31.1*
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Section 302 Certification of Chief Executive Officer
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32.1*
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Section 906 Certification of Chief Financial Officer
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__________
*Attached herewith
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements 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.
FINISHING TOUCHES HOME GOODS INC. | |||
Date: June 19, 2012
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By:
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/s/ Mark Hunter | |
Mark Hunter | |||
CEO, CFO, Secretary, Treasurer and Director |
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