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8-K - FORM SUPER 8-K - PRIVILEGED WORLD TRAVEL CLUB, INC.f8k082412_8k.htm
EX-10.1 - EXHIBIT 10.1 LICENSE AGREEMENT - PRIVILEGED WORLD TRAVEL CLUB, INC.f8k082412_ex10z1.htm

Exhibit 99.1


PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)


FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 18, 2012 (DATE OF INCEPTION) TO MAY 31, 2012 AND

THE PERIOD FROM MAY 18, 2012 (DATE OF INCEPTION) TO JUNE 30, 2012 (UNAUDITED)


Contents


 

 

Audited Financial Statements

PAGE*

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet as of  May 31, 2012

F-3

 

 

Statement of Operations for the period from inception (May 18,  2012) through  May 31, 2012

F-4

 

 

Statement of Changes in Stockholders’ Equity (Deficit)for the period from inception (May 18,  2012) through  May 31, 2012

F-5

 

 

Statement of Cash Flows for the period from inception (May 18,  2012) through  May 31, 2012

F-6

 

 

Notes to Financial Statements

F-7

 

 

Unaudited Financial Statements

 

 

 

Balance Sheet as of  June 30, 2012

F-9

 

 

Statement of Operations for the period from inception (May 18, 2012) through  June 30, 2012

F-10

 

 

Statement of Cash Flows for the period from inception (May 18, 2012) through  June 30, 2012

F-11

 

 

Notes to Financial Statements

F-12

 

 




F - 1




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Privileged World Travel Club, Inc.,

(A Development Stage Company)


We have audited the accompanying balance sheet of Privileged World Travel Club, Inc (formerly Apex 4, Inc.) as of May 31, 2012 and the related statements of operation, changes in shareholders’ equity and cash flows for the period from May 18, 2012 (inception) to May 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Privileged World Travel Club, Inc  as of May 31, 2012  and the results of its operation and its cash flows for the period from May 18, 2012 ( inception) to May 31, 2012  in conformity with U.S. generally accepted accounting principles.


The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company’s lack of liquidity and losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/Kenne Ruan, CPA, P.C.

Kenne Ruan, CPA, P.C.

Woodbridge, Connecticut

July 6, 2012, except for Note 6 as to which the date is August 21, 2012





F - 2




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)
Balance Sheet



 

 

As of

May 31, 2012

ASSETS

 

 

 

Current Assets

 

 

 

 

 

 

 

Cash

 

$

-

 

 

 

 

Total Current Assets

 

 

-

 

 

 

TOTAL ASSETS

 

$

-

 

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current Liabilities


Accrued expense

 

$

-

 

 

 

Total Current Liabilities

 

 

-

 

 

 

 

TOTAL LIABILITIES

 

 

-

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

Preferred stock, ($.0001 par value, 5,000,000

shares authorized; none issued and outstanding.)

 

 

-

Common stock ($.0001 par value, 100,000,000

shares authorized; 10,000,000 shares issued and

outstanding as of May 31, 2012 )

 

 

1,000

Deficit accumulated during development stage

 

 

(1,000)

Total Stockholders’ Equity (Deficit)

 

 

-

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

 

$

-

 

 

 


See Notes to Financial Statements




F - 3




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Statements of Operations



 

May 18, 2012

(inception)

through

May 31, 2012

 

 

 

Revenues

 

 

 

 

 

Revenues

$

-

 

 

Total Revenues

 

-

 

 

 

General & Administrative Expenses

 

 

 

 

 

Organization and related expenses

 

1,000

 

 

Total General & Administrative Expenses

 

1,000

 

 

Net Loss

$

(1,000)

 

 

 

Basic loss per share

$

(0.00)

 

 

 

Weighted average number of common shares outstanding

 

10,000,000

 

 


See Notes to Financial Statements




F - 4




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Statement of Changes in Stockholders’ Equity (Deficit)

From May 18, 2012 ( inception) through May 31, 2012



 

 

Common

Stock

 

Common

Stock

Amount

 

Additional

Paid-in

Capital

 

Deficit

Accumulated

During

Development

Stage

 

Total

 

 

May 18, 2012 (inception)

Shares issued for services

at $.0001 per share

 

10,000,000

 

 

1,000

 

 

-

 

 

-

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, May 31, 2012

 

-

 

 

-

 

 

-

 

 

(1,000)

 

 

(1,000)

 

Balance, May 31, 2012

 

10,000,000

 

 

1,000

 

 

-

 

 

(1,000)

 

 

-

 

 

 

 

 

 

See Notes to Financial Statements




F - 5




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Statement of Cash flows



 

 

May 18, 2012

(inception)

through

May 31, 2012

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income (loss)

 

(1,000)

 

 

 

Changes in working capital

 

(1,000)

 

 

 

Net cash provided by (used in) operating activities

 

-

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Net cash provided by (used in) investing activities

 

-

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net cash provided by (used in) financing activities

 

-

 

 

 

Net increase (decrease) in cash

 

-

 

 

 

Cash at beginning of year

 

-

 

 

 

Cash at end of year

 

-

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

Common stock issued to founder for services rendered

 

1,000

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

-

 

 

 

Income taxes paid

 

-

 

 

 


See Notes to Financial Statements




F - 6




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Period from  May 18, 2012   (inception) to May 31, 2012


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS


Privileged World Travel Club, Inc., formerly Apex 4 Inc., (the “Company”) was incorporated under the laws of the State of Delaware on May 18, 2012 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.


NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation - Development Stage Company


The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board ASC 915. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.


Accounting Method


The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.


Use of Estimates


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 reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.


Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Income Taxes


Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred Income tax expenses or benefits due to the Company not having any material operations for period ended May 31, 2012.


Basic Earnings (Loss) per Share


In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective   (inception).



F - 7




Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.


Impact of New Accounting Standards


The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.


NOTE 3.  GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.


NOTE 4.  RELATED PARTY TRANSACTIONS


An officer and director of the Company has performed services for the Company during the period the value of which was $1000, in exchange for 10,000,000 shares of common stock.


NOTE 5.  SHAREHOLDER’S EQUITY


Upon formation, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company.

The stockholders’ equity section of the Company contains the following classes of capital stock as of   


·

Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding


·

Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.


NOTE 6.  SUBSEQUENT EVENT


Management has evaluated subsequent events up to and including August 21, 2012 which is the date the statements were available for issuance and determined there is no disclosable subsequent events, except for the following:


·

On July 19, 2012, the Company amended its Certificate of Incorporation with the State of Delaware to change its name from APEX 4, Inc. to Privileged World Travel Club, Inc.; and


·

On August 21, 2012, the Company entered into a license agreement with Triton Distribution Systems, Inc. (“Triton”).  Pursuant to the agreement, the Company obtained a non-exclusive right and license to use Triton’s Reservation Expert, for the purpose of providing services to the Company’s Members.  The Company agreed to pay to Triton a license fee $150,000, not later than fifteen (15) days following the execution of the Triton Agreement, as a one-time license fee for the software.  The Company also agreed to pay to Triton an annual royalty payment $2,000,000, payable annually on the anniversaries of the effective date of the agreement.


NOTE 7.  COMMITMENT AND CONTINGENCY


There is no commitment or contingency to disclose during the years ended May 31, 2012.




F - 8




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Balance Sheet



 

 

As of

 June 30, 2012

ASSETS

 

 

 

Current Assets

 

 

 

 

 

 

 

   Cash

 

 

-

 

 

 

 

Total Current Assets

 

 

-

 

 

 

   TOTAL ASSETS

 

 

-

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

   Due to Related Party

 

 

1,000

Total Current Liabilities

 

 

1,000

 

 

 

 

 

 

 

   TOTAL LIABILITIES

 

 

1,000

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

   Preferred stock, ($.0001 par value, 5,000,000 

     shares authorized; none issued and outstanding.)

 

 

-

   Common stock ($.0001 par value, 100,000,000 

     shares authorized; 10,000,000 shares issued and 

     outstanding as of  June 30, 2012 )

 

 

1,000

   Deficit accumulated during development stage

 

 

(2,000)

 

 

 

Total Stockholders’ Equity (Deficit)

 

 

(1,000)

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

-

 

 

 


See Notes to Financial Statements






F - 9




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Statement of Operations



 

May 18, 2012

(inception) 

through

June 30, 2012

 

 

Revenues

 

 

 

   Revenues

-

 

 

Total Revenues

-

 

 

General & Administrative Expenses

 

 

 

   Organization and related expenses

  2,000

 

 

Total General & Administrative Expenses

  2,000

 

 

Net Loss

 (2,000)

 

 

Basic loss per share

(0.00)

 

 

Weighted average number of common shares outstanding

10,000,000

 

 


See Notes to Financial Statements




F - 10




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Statement of Cash flows


 

May 18, 2012 (inception)

through

June 30, 2012

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

    Net income (loss)

(2,000)

 

 

    Changes in working capital

1,000

 

 

       Net cash provided by (used in) operating activities

(1,000)

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

      Net cash provided by (used in) investing activities

-

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

     Proceeds from related party

1,000

 

 

      Net cash provided by (used in) financing activities

    Cash from a related party

1,000

 

 

 

 

      Net increase (decrease) in cash

 

 

 

     Cash at beginning of year

-

 

 

 

 

      Cash at end of year

-

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

Common stock issued to found for services rendered

1,000

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

Interest paid

-

 

 

 

 

Income taxes paid

-

 

 

 

 


See Notes to Financial Statements




F - 11




PRIVILEGED WORLD TRAVEL CLUB, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Period from  May 18, 2012 (inception) to June 30, 2012


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS


Privileged World Travel Club, Inc., formerly Apex 4 Inc.,. (the “Company”) was incorporated under the laws of the State of Delaware on May 18, 2012and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.


NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation - Development Stage Company


The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Statement ASC 915 Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.


Accounting Method


The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.


Use of Estimates


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 reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.


Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Income Taxes


Income taxes are provided in accordance with Statement of Financial Accounting Standards No740 ( ASC 740), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred Income tax expenses or benefits due to the Company not having any material operations for period ended  June 30, 2012.


Basic Earnings (Loss) per Share


In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective   (inception).



F - 12




Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.


Impact of New Accounting Standards


The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.


NOTE 3.  GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.


NOTE 4.  RELATED PARTY TRANSACTIONS


An officer and director of the Company performed services for the Company during the period the value of which was $1,000, in exchange for 10,000,000 shares of common stock. An officer and director of the Company loaned $1,000 to the Company during the period. There are no specific term and no interest on this loan.


NOTE  5.  SHAREHOLDER’S EQUITY


Upon formation, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company.


The stockholders’ equity section of the Company contains the following classes of capital stock as of   


·

Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding


·

Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.


NOTE  6.  COMMITMENT AND CONTINGENCY


There is no commitment or contingency to disclose during the quarter ended June 30, 2012.


NOTE 7.  SUBSEQUENT EVENTS


Management has evaluated subsequent events up to and including July 16, 2012 which is the date the statements were available for issuance and determined there are no reportable subsequent events.




F - 13