Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _______________
Commission File Number: 333-147634
PIONEER CONSULTING GROUP, INC.
(Exact name of registrant as specified in charter)
Nevada 20-5912837
(State or other jurisdiction of (I.R.S. Employee I.D. No.)
incorporation or organization)
2840 Hwy 95 Alt S #7
Silver Springs, NV 89429
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (775) 577-5386
Securities registered pursuant to Section 12(b) of the Act:
Title of each share Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.001 par value.
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15 (d) of the Act. [X] Yes [ ] No
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 past 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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.229.405 of
this chapter) during the proceeding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of "large accelerated filer", "accelerated filer" and "small
reporting company" Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a small reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: November 16, 2012: 4,750,000
common shares
CONTENTS
PART 1
ITEM 1. BUSINESS.......................................................... 3
ITEM 2. RISK FACTORS...................................................... 9
ITEM 2A. UNRESOLVED STAFF COMMENTS.........................................11
ITEM 3. LEGAL PROCEEDINGS.................................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.............11
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES..................11
ITEM 6. SELECTED FINANCIAL INFORMATION....................................12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.............................................12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................16
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..............................................25
ITEM 9A. CONTROLS AND PROCEDURES...........................................25
ITEM 9A(T). CONTROLS AND PROCEDURES...........................................26
ITEM 9B. OTHER INFORMATION.................................................26
PART 111
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE............27
ITEM 11. EXECUTIVE COMPENSATION............................................28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS...................................29
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE......................................................32
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES............................34
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES...........................34
SIGNATURES....................................................................35
2
PART 1
ITEM 1. BUSINESS
IN GENERAL
Pioneer Consulting Group, Inc. was incorporated under the laws of the State of
Nevada on June 28, 2006 to focus on utilizing Financial Mark-up Language
Technology Software to facilitate SEC EDGAR filings.
Our plan of operations is to provide document formatting and electronic filing
services for companies and individuals that desire to submit filings, such as
reports, prospectuses, registration statements, and other documents pursuant to
the federal securities laws, to the SEC, via the SEC's electronic data gathering
analysis and retrieval system, short for EDGAR. Most of our planned operations
depend on us raising a sufficient amount of capital; a minimum of $25,000 is
needed, to dedicate financial resources to each element of our business plan.
There can be no assurance that any capital at all will be raised from this
offering.
The SEC requires participants or their agents to file most disclosure
information in an electronic format through EDGAR rather than by traditional
paper filing package. This electronic format, usually in text, but most recently
in html, which stands for hyper-text markup language, the language used to
create web site documents, includes additional submission information within the
document for aid in the SEC's analysis of the document and retrieval by the
public. This electronic format is generally delivered by direct
telecommunications, but may be delivered on magnetic computer tape or by
diskette. In essence, EDGAR allows companies and individuals to file, and the
public to retrieve, disclosure information electronically, primarily through the
SEC's EDGAR archive web site found at http://www.sec.gov. We convert SEC forms
and exhibit documents in standard word processing and other computer formats to
the EDGAR format and assemble these documents on behalf of our clients for
electronic filing with the SEC.
Pioneer Consulting Group has obtained a license from Advanced Computer
Innovations Inc.
(http://www.sec-EDGAR-filing.com/EDGARwiz.htm) for proven EDGAR filing software
known as EDGAR Whiz. Converting documents to EDGAR for SEC filings is
complicated. The stringent requirements can demand painstaking, time-consuming,
and error-prone editing to get documents in shape for filing. EDGARwiz(TM)
solves this problem. Running under Windows 2007, XP, 2000, NT, Me, 98 or 95, it
converts MS Word, Excel, PowerPoint, WordPerfect, MS Works and several other
kinds of documents to EDGAR easily and automatically. No special document
preparation or subsequent editing is needed. The converted files encounter no
validation errors and are ready to be attached to EDGAR submission and sent to
the SEC. It is the most accurate, complete, flexible, fastest and cost-effective
solution we know of for simple or complex EDGARfilings.
Our office address is at 2840 Hwy 95 Alt S #7., Silver Springs, Nevada 89429.
The telephone number of our principal executive office is (775) 577-4822 (775)
577-4822. Our web site is will be located at http://www.mylegalfilings.com and
our e-mail at that Internet address is info@mylegalfilings.com.
ABOUT THE SECURITIES AND EXCHANGE COMMISSION
The SEC was founded in 1933 to provide safeguards to protect investors in the
American Stock Market from the kinds of practices that resulted in the crash of
1929. Since its inception, the SEC has developed regulations for publicly held
corporations based on the premise that full disclosure, including negative
factors, of public companies' business and financial status.
3
INDUSTRY BACKGROUND
Public companies must file certain reports with the SEC. In the beginning, SEC
filings were submitted on paper and available only by paper copy. In the 1970's,
the SEC contracted with an outside company to create and distribute microfiche
copies to designated SEC public reference rooms. In order to obtain copies of
these documents, individuals had to either make hard copies one page at a time
or order copies from service bureaus such as Disclosure, Inc.
The SEC recognized the need to enhance the speed and efficiency of the SEC
filing process, make corporate and financial information readily available to
investors, and generate more informed investor participation and securities
markets. Hence, the SEC began developing an electronic disclosure system in
1983.
By fall of 1984, a pilot system was opened for volunteers filing with both the
division of corporate finance and the division of investment management. On July
15, 1992, the operational EDGAR system was made available to those filers, still
on a voluntary basis.
On February 23, 1993, the SEC issued four releases adopting rules, on an interim
basis, that required most documents processed by these divisions to be done so
electronically. These releases contained phase-in schedules to bring filers onto
the EDGAR system, a process that began on April 26, 1993.
After completing the phase-in of a statutorily mandated significant test group
in December 1993, the SEC staff evaluated EDGAR's performance during a six-month
test period. The evaluation resulted in a positive assessment of the EDGAR
system and the SEC staff recommended that the SEC proceed with full
implementation of mandated electronic filing.
Since May of 1996, the SEC mandates that persons or entities filing certain
documents are required to make such filings electronically. The SEC will no
longer accept any paper filings of most of its forms. Today, the EDGAR database
is the definitive repository of corporate information.
In May of 1999 the EDGAR system began accepting documents in html, and
unofficial documents in PDF, which stands for portable document format, which is
a file that will look the same on the screen and in print, regardless of what
kind of computer or printer someone is using and regardless of what software
package was originally used to create it. This modernization of the EDGAR system
was intended to make the system more user friendly, and give the documents
submitted a look that was closer to that of the original document. At some point
in the future, the SEC will no longer accept the traditional text documents, and
html will become the new standard.
OUR MARKET
Most public companies securities are quoted and traded on either a national
securities exchange, such as the American or New York Stock Exchange, or on
electronic exchanges such as NASDAQ and the FINRA OTC bulletin board. At a
minimum, each public company must file, through the SEC's EDGAR system, an
annual report on form 10-k or form 10-ksb and three quarterly reports on form
10-q or form 10-qsb. Most companies make substantially more filings because of
registration statements, reorganizations, mergers and acquisitions, name
changes, material events of importance to security holders and a variety of
other reasons required by the federal securities laws. In addition, officers and
directors of the companies as well as large and/or influential stockholders are
required to make filings on changes in their status with the companies.
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We hope to capture a portion of the electronic filings made by companies and
certain individuals in this market by providing exceptional service at
competitive prices compared to our largest competitors, such as Vintage Filings,
LLC which grew from start up to over a thousand clients in just a few years;
recently acquired by a major wire service.
We provide EDGAR filing services primarily to small public corporations traded
on the over-the-counter market and certain individuals by marketing our services
to these groups directly or through legal and accounting firms specializing in
securities practices.
FUTURE GROWTH STRATEGY
The current marketplace of established EDGAR filing service providers is highly
fragmented, with literally dozens of EDGAR filing service providers located
throughout the country. As such, we believe that there is an opportunity for a
publicly traded EDGAR filing service provider company to acquire several,
smaller and more established EDGAR filing service providers.
As we build a client base, we plan to hire independent contractors, according to
our workload requirements, to assist us in providing the EDGAR filing services
to our clients. We have not had any preliminary contact or discussions with and
there are no present plans, proposal, arrangements or understandings with any
independent contractor. The independent contractor's duties, terms of
engagement, responsibilities, compensation and provisions for payment shall be
set forth in a work order of the independent contractor agreement, to be
prepared by our attorney at a later date. Typically, a work order may consist of
the following items:
Duties:
1. Prepare client's word processing document to the SEC acceptable format
for filing on EDGAR.
2. Services Provided By Contractor:
a. Conversion of data from popular software applications including,
but not limited to Word, Excel, Wordperfect, lotus 1-2-3, and
Quark Xpress to an acceptable EDGAR format, as requested by
client;
b. Assemble EDGAR filing, including all filing tags in accordance
with SEC rules;
c. Inclusion of PDF copies of documents in submission, if requested
by client;
d. Transmission of test filing to the SEC;
e. Print or e-mail a version to client for proofing prior to live
transmission via fax, overnight mail or e-mail;
f. Notify client of acceptance of EDGAR filing via fax or internet
e-mail; and
g. Hard copy of filing and acceptance notice via surface mail to
client.
Term: The engagement shall commence upon delivery of the client documents to
contractor for conversion, and to continue in full force and effect through x
number of days or hours after receipt of the documents by contractor, or earlier
upon completion of the contractor's duties under the agreement.
Responsibilities: Contractor must conduct himself/herself in a professional
manner, complete work on time, and be available to the client by phone at all
times during the term of the engagement.
Compensation: As full compensation for the services rendered by contractor,
Pioneer Consulting Group shall pay the contractor x amount of dollars. Such
compensation shall be payable within 30 days of receipt of contractor's invoice
for services rendered supported by reasonable documentation.
5
OUR SERVICES
We are a full-service EDGAR filing service provider that files EDGAR reports on
behalf of public companies and certain individuals. The scope of work undertaken
by a full-service EDGAR filing service provider includes the following:
1. Filing for EDGAR access codes: Before filers can use the EDGAR system,
they must be registered on the EDGAR system as filers. We assist our
clients in submitting their application to the SEC EDGAR office for
registration. When the completed form is received by the SEC, account
information such as filing codes are mailed to us and we forward a
copy to our client.
2. Conversion of documents to EDGAR acceptable format: Most documents are
created on popular word processing software such as Microsoft Word or
Wordperfect. We convert these documents in their original format to
the EDGAR format in order to file on the EDGAR system.
3. Client approval of the document to be filed with the SEC: After we
have converted our client's document to the EDGAR format, we will
e-mail them a copy for proof-reading.
4. Electronic filing or transmission of the document on the EDGAR system:
Once the formatted document is proof-read and final approval is
obtained from the client, we will file the document to the EDGAR
system on the client's behalf by electronic transmission over the
internet.
DOCUMENT PREPARATION AND FILING SERVICES
We offer EDGAR filing services utilizing the traditional text filing format. Our
turnaround time for text based files is expected to be 36 hours for documents
submitted to us by e-mail, diskette or any other digital format, and 72 hours
for hard copy or hand-keyed documents. We also offer html and PDF filing
formats.
Our services include creating a new client account with us, making a client's
SEC required filings "EDGAR-ready", obtaining client approval of filing
documents, editing client changes, transmitting filing documents utilizing the
EDGAR system and forwarding final filing documents and SEC notifications of
acceptance to our clients.
To make our client's filing "EDGAR-ready", we convert word processing documents
that have been prepared by the client into text, html or PDF formats.
Additionally, we insert required information, such as submission header and
document data. The documents are then run through computer based validation
programs, such as EDGARLink, a software program provided for filers and their
agents by the SEC, to check certain required information and conformity to the
EDGAR acceptable format.
Upon client approval of a final draft, complete with required information, we
will "Test" file the document. Upon written authorization from client, the
document will be filed "Live" on the EDGAR system. We require that written
authorizations are provided to us at least two hours before the document is to
be filed or transmitted Live on the EDGAR system. Shortly after a document is
filed or transmitted, the SEC confirms the acceptance of the document via
e-mail. This confirmation is sent directly to us and we forward such
confirmation to our clients, by e-mail, fax or otherwise.
Most documents will be delivered to us from our clients either by e-mail or
computer disk. For additional charges, we will also provide typing and data
entry services for documents delivered to us in paper format. However, we do not
provide any form of legal or accounting advice or editing services beyond
corrections explicitly requested by our clients.
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We currently charge fees based upon the number of pages being filed, the number
of tables required, such as in financial statements, in a document, the
deadlines imposed by the filer and the amount of editing required.
DISTRIBUTION AND MARKETING PLAN
We currently deliver our EDGAR filing services primarily through our web site.
Our fully functional web site can be found at http://www.mylegalfilings.com.
This web site is currently being hosted and maintained by our president at no
charge to us.
To build our customer base, we will implement a regular campaign of direct mail
to a database of publicly held companies as well as legal and accounting firms
specializing in securities practices. Additionally, we intend to further enhance
our web site and engage in a regular campaign of e-mail marketing and other
forms of on-line marketing, on the Internet.
Initially, we will focus on targeting smaller public companies that are not
large enough to require a full-time or even part-time employee to handle their
filings and who would thereby benefit from outsourcing such services to us. As
we grow, hire and train additional personnel and can benefit from certain
economies of scale, we will seek to target larger companies for the purposes of
replacing their in-house EDGAR filing staff.
Because of the nature of our business and the improvements in technology, we do
not foresee geographical barriers to our market. Most of our business can be
managed by mail, fax or e-mail and does not require much travel.
We do not believe that we will be affected by seasonal factors. However, many
companies file reports on a calendar year-end basis. As a result, we believe
that a greater percentage of our business will occur around the deadlines set
forth by the SEC for companies filing on a calendar year-end basis. Such
deadlines are forty-five days after the end of each quarter, and ninety-days
after a company's year-end.
There can be no assurance that we will be able to develop our marketing plan.
SOURCES AND AVAILABILITY OF RAW MATERIALS
We are in the service business, and thus we do not use raw materials or have any
significant suppliers.
CUSTOMER BASE
CURRENT OPERATIONS AND ADMINISTRATIVE SYSTEMS
Our current operations are based in Silver Springs, Nevada. We are currently
borrowing all of our computers, Internet access line and software from our
president. Our systems include three computers, a generic personal computer and
web server, a dedicated internet access connection, and many off-the-shelf web
site development, marketing, EDGARization, word processing and accounting
software programs.
RESEARCH AND DEVELOPMENT ACTIVITIES
Although our industry relies on the technical knowledge of computers and
software, our operations will not require research and development in the
traditional sense. Other than initial web site development at
www.mylegalfilings.com, we have not undergone any research and development
7
activity. Our president, Matthew Marcus, has basic training in formatting and
filing EDGAR documents and will be responsible for all of our service offerings.
INTELLECTUAL PROPERTY
We do not have any trademarks, patents, licenses, royalty agreements, or other
proprietary interest. We own the domain name, www.mylegalfilings.com.
COMPETITIVE BUSINESS CONDITIONS
Many filers or issuers file disclosure reports, prospectuses, registration
statements, and other documents with the SEC in-house without utilizing the
services of an outside EDGAR filing service provider. As a result, we compete in
this segment of the market by offering savings in cost, time and logistics to
such companies.
Other filers utilize the services of law firms or outside EDGAR filing service
providers who provide services similar to ours. We compete in this portion of
the market by providing outstanding service, prompt turnaround, and at
competitive prices.
A majority of our competition comes from law firms and outside EDGAR filing
service providers who have substantially greater experience, financial and other
resources than we do. Additionally, there is no assurance that we will be able
to respond favorably to competitive pressures from these competitors.
We may also face additional competition in the future as new technologies
increase the simplicity at which filings can be made, thereby making it more
difficult for us to achieve cost savings and other benefits for our existing
clients and potential customers.
The barriers to entry into our industry are very low and can result in continued
competitive pressures, thereby having a potentially unfavorable effect on our
financial performance.
GOVERNMENTAL REGULATIONS ISSUES
Other than maintaining our good standing in the State of Nevada, complying with
applicable local business licensing requirements, complying with all state and
federal tax requirements, preparing our periodic reports under the Securities
Exchange Act of 1934, and complying with other applicable securities laws, rules
and regulations, we do not believe that existing or probable governmental
regulations will have a material effect on our operations.
EMPLOYEES
We have two part-time employees. From time to time, we will employ additional
independent contractors to support our development, technical, marketing, sales,
support and administrative organizations. Competition for qualified personnel in
the industry in which we compete is intense. Our future success will depend in
part on our continued ability to attract, hire or acquire, train and retain
qualified employees.
PROPERTIES
We have our corporate headquarters in Silver Springs, NV. Substantially all of
our operating activities are conducted from 300 square feet of office space
presently provided by our president at no charge; there is no obligation or
guarantee for this to continue in the future. The office consists of one room
and a telephone, and access to other common areas, which include the use of a
fax machine and several computers. We believe that additional space will be
8
required as our business expands and believe that we can obtain the necessary
space as needed. We do not own any real estate.
ITEM 2. RISK FACTORS RISKS ASSOCIATED WITH OUR COMPANY
WE MAY NOT BE ABLE TO GENERATE ENOUGH REVENUE AND BECOME PROFITABLE FROM
PROVIDING EDGAR FILING SERVICES AND ACHIEVING LIQUIDITY AND INVESTORS MAY LOSE
THEIR ENTIRE INVESTMENT.
We currently have $4,782 in cash. In order for us to generate enough revenue and
become profitable from providing EDGAR filing services and achieving liquidity,
we will need to raise additional funds. We cannot be certain that we will be
successful in this regard. Inability to raise the full amount would hinder our
ability to achieve the level of corporate growth that we believe to be necessary
to succeed in our business. Although our president has lent us $50,000 in full
in the event we fail to raise a additional funds, we may be forced to hold back
our plan of operations and investors may lose their entire investment.
WE DEPEND HIGHLY ON MATTHEW MARCUS, OUR PRESIDENT, TREASURER, AND SOLE DIRECTOR,
WHO IS DIFFICULT TO REPLACE. THE LOSS OF MR. MARCUS MAY RESULT IN THE CEASING OF
OPERATIONS, AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENTS.
We have only one sole officer and director, Matthew Marcus who is also our
President, Chief Executive Officer, Secretary, and Treasurer of Pioneer
Consulting Group, who devotes approximately 20% of his time per week to our
business. Our intended plan of operations is dependent upon the continuing
support and expertise of Mr. Marcus. Loss of Mr. Marcus could slow the growth of
our business, or it may cease to operate at all, which may result in the total
loss of investors' investments.
OUR SOLE DIRECTOR, MATTHEW MARCUS, HAS SIGNIFICANT CONTROL OVER STOCKHOLDER
MATTERS, WHICH WILL RESTRICT THE ABILITY OF MINORITY STOCKHOLDERS TO INFLUENCE
OUR ACTIVITIES THAT MIGHT BE BENEFICIAL TO THEM.
Our sole director, Matthew Marcus, holds 4,750,000 of our common shares
outstanding as of September 30, 2012, which gives him voting control over all
matters submitted to a vote of the holders of common stock, including the
election of directors, amendments to our certificate of incorporation and
approval of significant corporate transactions. This consolidation of voting
power could also have the effect of delaying, deterring or precluding a change
in control of Pioneer Consulting Group that might be beneficial to other
stockholders. In addition, if a takeover is delayed, deterred or precluded,
shareholders may be prevented from receiving a premium price for their shares.
AS THERE IS NO PUBLIC MARKET FOR OUR COMMON SHARES, THEY ARE AN ILLIQUID
INVESTMENT AND INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.
Our common stock is not currently eligible for trading on any stock exchange and
there can be no assurance that our common stock will be listed on any stock
exchange in the future. We intend to apply for listing on the FINRA OTC Bulletin
Board trading system pursuant to Rule 15c2-11 of the Securities Exchange Act of
1934, but there can be no assurance we will obtain such a listing. The bulletin
board tends to be highly illiquid, in part because there is no national
quotation system by which potential investors can track the market price of
shares except through information received or generated by a limited number of
broker-dealers that make a market in particular stocks. There is a greater
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chance of market volatility for securities that trade on the bulletin board as
opposed to a national exchange or quotation system. This volatility may be
caused by a variety of factors, including: the lack of readily available price
quotations; the absence of consistent administrative supervision of "bid" and
"ask" quotations; lower trading volume; and general market conditions. If no
market for our shares occurs, you may not be able to sell your shares or may
have to sell your shares at a significantly lower price.
YOU MAY NOT RECOUP YOUR INVESTMENT IN OUR SHARES SHOULD LOANS MADE BY MR. MARCUS
TO PIONEER CONSULTING GROUP ARE NOT PAID OFF BEFORE LIQUIDATION. AS A CREDITOR,
HE WILL BE ENTITLED TO THE PROCEEDS FROM LIQUIDATION OF PIONEER CONSULTING
GROUP'S ASSETS BEFORE SHAREHOLDERS.
In the event loans made by Pioneer Consulting Group's sole director, Matthew
Marcus, are not paid off, he will have priority over shareholders, as a
creditor, in any distribution of assets in liquidation. As a result of this,
investors in this offering may not be able to recoup any, if not all, of their
investment should Pioneer Consulting Group elect to liquidate.
RISKS ASSOCIATED WITH OWNING OUR SHARES:
WE ANTICIPATE THE NEED TO SELL ADDITIONAL TREASURY SHARES IN THE FUTURE MEANING
THAT THERE WILL BE A DILUTION TO OUR EXISTING SHAREHOLDERS RESULTING IN THEIR
PERCENTAGE OWNERSHIP IN THE COMPANY BEING REDUCED ACCORDINGLY.
We expect that the only way we will be able to acquire additional funds is
through the sale of our common stock. This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds required.
BECAUSE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY
RESELLING YOUR SHARES.
Our shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
RISKS RELATING TO OUR BUSINESS
Pioneer Consulting Group, Inc. has only engaged in its current business model
for a limited period of time, its track record is limited. The business of EDGAR
filings is extremely competitive and the field is dominated by well-established
industry brands.
In order to address these risks successfully some of the major EDGAR filing
companies that we must compete with include: Bowne, Vintage Filings, and RR
Donnelly. Additionally, law firms and public companies may be able to process
EDGAR filings as an alternative to outsourcing.
Additionally, in order to address risks related to our business Pioneer
Consulting Group, Inc. must attract customers at a cost effective rate, develop
effective and profitable strategic marketing campaigns, and attract, retain, and
motivate qualified personnel. There can be no assurances that our business model
will be successful. We have never been profitable and losses are expected to
continue.
10
FORWARD LOOKING STATEMENTS
In addition to the other information contained in this Form 10-K, it contains
forward-looking statements which involve risk and uncertainties. When used in
this Form 10-K, the words "may", "will", "expect", "anticipate", "continue",
"estimate", "project", "intend", "believe" and similar expressions are intended
to identify forward-looking statements regarding events, conditions and
financial trends that may affect our future plan of operations, business
strategy, operating results and financial position. Readers are cautioned that
any forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual result could differ
materially from the results expressed in or implied by these forward-looking
statements as a result of various factors, many of which are beyond our control.
Any reader should review in detail this entire Form 10-K including financial
statements, attachments and risk factors before considering an investment.
ITEM 2A. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments outstanding at the present time.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to which Pioneer is a party is subject, nor to
the best of management's knowledge are any material legal proceedings
contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There has been no Annual General Meeting of Stockholders since Pioneer's date of
inception.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES
Since inception, Pioneer has not paid any dividends on its common stock, and
Pioneer does not anticipate that it will pay dividends in the foreseeable
future.
Option Grants and Warrants outstanding since Inception.
No stock options have been granted since Pioneer's inception.
There are no outstanding warrants or conversion privileges for Pioneer's shares.
11
ITEM 6. SELECTED FINANCIAL INFORMATION
The following summary financial data was derived from our financial statements.
This information is only a summary and does not provide all the information
contained in our financial statements and related notes thereto. You should read
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes included elsewhere in
this Form 10-K.
OPERATION STATEMENT DATA
Date of Formation
June 26, 2006
Year Ended Year Ended to
September 30, September 30, September 30,
2012 2011 2012
---------- ---------- ----------
REVENUE $ -- $ -- $ 118,869
---------- ---------- ----------
OPERATING EXPENSES 950 2,550 406,246
---------- ---------- ----------
NET OPERATING INCOME (950) (2,550) (287,377)
OTHER INCOME (EXPENSES) 3,455 3,149 30,494
---------- ---------- ----------
NET INCOME $ 2,505 $ 599 $ (253,429)
========== ========== ==========
AVERAGE OUTSTANDING SHARES 4,750,000 4,750,000
========== ==========
EARNINGS (LOSS) PER SHARE $ 0.00 $ (0.00)
========== ==========
BALANCE SHEET DATA
September 30, September 30,
2012 2011
---------- ----------
TOTAL CURRENT ASSETS $ 37,654 $ 34,510
---------- ----------
TOTAL ASSETS $ 38,692 $ 36,186
TOTAL LIABILITIES $ 73,617 $ 73,617
---------- ----------
TOTAL SHAREHOLDERS' DEFICIT $ (34,925) $ (37,431)
Our historical results do not necessary indicate results expected for any future
periods.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
GENERAL
Pioneer Consulting Group, Inc. was incorporated under the laws of the State of
Nevada on June 28, 2006 to focus on providing services for SEC EDGAR filings.
12
Our plan of operations is to provide document formatting and electronic filing
services for companies and individuals that desire to submit filings, such as
reports, prospectuses, registration statements, and other documents pursuant to
the federal securities laws, to the SEC, via the SEC's electronic data gathering
analysis and retrieval system, called EDGAR.
During the year ended September 30, 2012 we generated $nil ($nil in 2011) in
revenues from operations from sales of our EDGAR services. After factoring in
our operating and administrative expenses in the amount of $950 ($2,550 - 2011)
and other income of $3,455 ($3,149-2011) , the Company had net income for year
end September 30, 2012 of $2,505 ($599- 2011).
Our management expects that we will experience net cash out-flows for the fiscal
year 2013, given developmental nature of our business. We believe that our cash
on hand as of September 30, 2012, in the amount of $4,782, is not sufficient to
maintain our current level of operations for the next approximately 12 months.
We hope to obtain a portion of the electronic filings made by companies and
certain individuals in this market by providing exceptional service at
competitive prices compared to our competitors. We provide EDGAR filing services
primarily to small public corporations traded on the over-the-counter market and
certain individuals by marketing our services to these groups directly or
through legal and accounting firms specializing in securities practices.
The current marketplace of established EDGAR filing service providers is highly
fragmented, with literally dozens of EDGAR filing service providers located
throughout the country. We believe that, if properly capitalized, we can develop
our existing contacts and resources to compete in this field and within our
market.
PLAN OF OPERATIONS
We offer EDGAR filing services utilizing the HTML and traditional text filing
format. Our turnaround time for text based files is expected to be approximately
24 hours for documents submitted to us by e-mail, diskette or any other digital
format, and 48 hours for hard copy or hand-keyed documents. We also offer PDF
filing formats.
Our services include, making a client's SEC required filings "EDGAR-ready".
We currently deliver our EDGAR filing services primarily through our web site.
Our fully functional web site can be found at http://www.mylegalfilings.com.
Initially, we are focusing our marketing efforts on targeting smaller public
companies. As we grow, hire and train additional personnel and can benefit from
certain economies of scale, we will seek to target larger companies. We intend
to compete on the basis of exemplary customer service and competitive rates.
13
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
and possible cost overruns due to increases in the cost of services.
We have no assurance that future financing will materialize. If that financing
is not available to use for the third phase of our exploration program we may be
unable to continue.
LIQUIDITY AND CAPITAL RESOURCES
Pioneer Consulting Group, Inc. has limited working capital and has received
minor revenues so far from sales of products or services. These factors create
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern.
As of September 30, 2012, the Company had a cash balance of $4,782. We have
minimal capital expenditure commitments. The Company currently is using
approximately $1,000 cash per month in operations.
The ability of the Pioneer Consulting Group, Inc. to continue as a going concern
is dependent on the Company generating cash from the sale of its common stock
and/or obtaining debt financing and attaining future profitable operations.
Management's plans include selling its equity securities and obtaining debt
financing to fund capital requirements and ongoing operations; however, there
can be no assurance the Company will be successful in these efforts.
We have no current plans, preliminary or otherwise, to merge with or acquire any
other entity.
We are still considered to be a development stage company, with no significant
revenue, and are dependent upon the raising of capital through placement of our
common stock. There can be no assurance that we will be successful in raising
the capital we require through the sale of our common stock. The sources of
funding we may consider to fund our business include a public offering, a
private placement of our securities or loans from our director or others.
Our director has agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of operations. While he has
agreed to advance the funds, the agreement is verbal and is unenforceable as a
matter of law.
14
LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. To our knowledge, no
federal, state or local governmental agency is presently contemplating any
proceeding against us. No director, executive officer or affiliate of us or
owner of record or beneficially of more than five percent of our common stock is
a party adverse to us or has a material interest adverse to us in any
proceeding.
LEGAL MATTERS
None.
REPORTS TO SECURITY HOLDERS
Pioneer Consulting Group, Inc. is not a reporting issuer under the Securities
Exchange Act of 1934. As a result of this offering, we will become subject to
the informational requirements of the 1934 Act for a period of at least one
fiscal year.
The National Association of Securities Dealers, Inc. requires that all issuers
maintaining quotations of their securities on the OTC Bulletin Board file
periodic reports under the 1934 Act. In order to maintain such a quotation, we
will have to register our securities under the 1934 Act on form 8-A or Form 10.
We may cease filing periodic reports with the Securities and Exchange Commission
if:
* We have less than 300 stockholders of record; or
* We have less than 500, but more than 300, stockholders of record, and
our total assets did not exceed $10 million on the last day of each of
our three most recent fiscal years.
Because of the requirement that we file periodic reports in order to have our
common stock quoted on the OTC Bulletin Board, we do not intend to suspend our
reporting obligations in the foreseeable future.
The public may read and copy any materials that we file with the Commission at
the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330 1-800-SEC-0330 . The
Commission maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of that site is
http://www.sec.gov.
You can also call us at (775) 577-4822 (775) 577-4822 , write us at 2840 Hwy 95
Alt S #7, Silver Springs, NV 89429 or e-mail us at info@mylegalfilings.com
anytime with any questions you may have. We would be pleased to speak with you
about any aspect of this offering.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements are unaudited, submitted in accordance with Reg.
210.3-11 of Regulation S-X.
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Balance Sheets
(unaudited and prepared by management)
September 30, September 30,
2012 2011
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 4,782 $ 1,438
Marketable Securities 33,071 33,071
---------- ----------
TOTAL CURRENT ASSETS 37,853 34,510
PROPERTY PLANT AND EQUIPMENT, NET 302 1,141
OTHER ASSETS
Security Deposit 535 535
---------- ----------
TOTAL ASSETS $ 38,690 $ 36,186
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accrued Expenses - Related Party $ 23,617 $ 23,617
LONG-TERM LIABILITIES
Note Payable - Related Party 50,000 50,000
---------- ----------
TOTAL LIABILITIES 73,617 73,617
---------- ----------
STOCKHOLDERS' DEFICIT
Preferred Stock: $0.001 par value,
20,000,000 authorized, issued: none -- --
Common Stock: $0.001 par value
100,000,000 authorized, issued: 4,750,000 4,750 4,750
Additional paid-in capital 232,750 232,750
Accumulated Other Comprehensive Loss (18,997) (18,997)
Deficit Accumulated During Development Stage (253,428) (255,933)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (34,925) (37,430)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 38,690 $ 36,187
========== ==========
See Notes to Unaudited Financial Statements
16
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Statement of Operations
(unaudited and prepared by management)
Date of formation
June 26, 2006
Year Ended Year Ended to
September 30, September 30, September 30,
2012 2011 2012
---------- ---------- ----------
REVENUE $ -- $ -- $ 118,869
OPERATING EXPENSES
General and Administrative Expenses 950 2,550 406,246
---------- ---------- ----------
NET OPERATING INCOME (LOSS) (950) (2,550) (287,377)
OTHER INCOME AND (EXPENSE)
Depreciation (839) (839) (3,892)
Interest and Dividend Income 4,293 3,988 36,329
Gains on Sales of Investments -- -- 1,512
---------- ---------- ----------
TOTAL OTHER INCOME 3,455 3,149 33,949
---------- ---------- ----------
NET INCOME (LOSS) $ 2,505 $ 599 $ (253,428)
========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 4,750,000 4,750,000
========== ==========
INCOME (LOSS) PER COMMON SHARE $ 0.00 $ 0.00
========== ==========
See Notes to Unaudited Financial Statements
17
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Deficit
(prepared by management)
Deficit
Accumulated Accumulated
Additional Deferred Other During
Common Stock Paid-in Officer's Comprehensive Development
Number Par Value Capital Commission Loss Stage Total
------ --------- ------- ---------- ---- ----- -----
October 1, 2006 -- $ -- $ -- $ -- $ -- $ -- $ --
Common shares issued to
officer 4,750,000 4,750 232,750 -- -- -- 237,500
Deferred officer's
compensation -- -- -- (59,250) -- -- (59,250)
Unrealized loss on
marketable securities -- -- -- -- (8,234) -- (8,234)
Net income (loss) for year -- -- -- -- -- (185,405) (185,405)
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2007 4,750,000 4,750 232,750 59,250) (8,234) (185,405) (15,389)
Deferred officer's
compensation -- -- -- 59,250 -- -- 59,250
Unrealized loss on
marketable securities -- -- -- -- (10,763) -- (10,763)
Net income (loss) for year -- -- -- -- -- (68,555) (68,555)
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2008 4,750,000 4,750 232,750 -- (18,997) (253,960) (35,457)
Net income (loss) for year -- -- -- -- -- 2,350 2,350
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2009 4,750,000 4,750 232,750 -- (18,997) (251,609) (33,106)
Net income (loss) for year -- -- -- -- -- (4,924) (4,924)
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2010 4,750,000 4,750 232,750 -- (18,997) (256,533) (38,030)
Net income (loss) for year -- -- -- -- -- 599 599
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2011 4,750,000 4,750 232,750 -- (18,997) (255,933) (37,430)
Net income (loss) for year -- -- -- -- -- 2,505 2,505
--------- ------ -------- -------- -------- --------- ---------
Balance, September 30, 2011 4,750,000 $4,750 $232,750 $ -- $(18,997) $(253,428) $ (34,925)
========= ====== ======== ======== ======== ========= =========
See Notes to Unaudited Financial Statements
18
Pioneer Consulting Group, Inc.
(A Development Stage Company)
Statement of Cash Flows
(unaudited and prepared by management)
Date of Formation
June 26, 2006
Year Ended Year Ended to
September 30, September 30, September 30,
2012 2011 2012
---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $ 2,505 $ 599 $ (253,428)
Add non-cash expenses
Depreciation 839 839 3,892
Adjust for non-operating activity expenses
Stock Issue expenditures -- -- 237,500
Increase in Accrued Expenses -- -- 23,617
---------- ---------- ----------
NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES 3,343 1,438 11,579
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investments -- -- (52,068)
Purchase of fixed assets -- -- (4,194)
Security Deposit -- -- (535)
---------- ---------- ----------
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES -- -- (56,797)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan received from related party -- -- 50,000
---------- ---------- ----------
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES -- -- 50,000
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 3,343 1,438 $ 4,782
OPENING CASH 1,439 1
---------- ----------
CLOSING CASH $ 4,782 $ 1,439
========== ==========
See Notes to Unaudited Financial Statements
19
PIONEER CONSULTING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(unaudited and prepared by management)
SEPTEMBER 30, 2012
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Pioneer Consulting Group, Inc. (the "Company") was incorporated in Nevada on
July 28, 2006, and was inactive until December 28, 2006. The Company was
organized to engage in any lawful act or activity for which a corporation may be
organized and intends to develop business operations related to document
formatting and electronic services for public corporations and individuals.
Development Stage Company
The accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 "Accounting and Reporting by
Development-Stage Enterprises". A development-stage enterprise is one in which
planned principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Cash and Cash Equivalents
Pioneer Consulting Group, Inc. considers all highly liquid investments with
maturities of three months or less to be cash equivalents. At September 30, 2012
the Company had $4,782 of unrestricted cash that was being held in a money
market account, to be used for future business operations.
Marketable Securities
The Company has investments in marketable securities that are considered to be
available-for-sale. In accordance with FAS 115, the Company accounts for these
at fair market value and records unrecognized gains or losses on the change in
market value. Gains and losses are recognized at the time a marketable security
is sold.
Property Plant and Equipment
The Company investment in property, plant and equipment is depreciated over its
estimated useful life.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
marketable securities. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
20
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Revenue Recognition
Revenues from document formatting and electronic filing services are recognized
at the time the services are provided to the customer.
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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Common Shares Issued for Services
The company has issued 4,750,000 common shares to its CEO under an employment
agreement for calendar year 2007.
Basic loss per share
Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recently Adopted Accounting Pronouncements
In January 2010, the FASB issued an amendment to ASC 820, Fair Value
Measurements and Disclosure, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard, for which the Company is
currently assessing the impact, is effective for interim and annual reporting
periods beginning after December 15, 2009 with the exception of disclosures
regarding the purchase, sale, issuance, and settlement of Level 3 fair value
measures which are effective for fiscal years beginning after December 15, 2010.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this standard is not expected to have a significant impact on the Company's
financial statements.
21
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
"Consolidation (Topic 810): Amendments for Certain Investment Funds." The
amendments in this Update are effective as of the beginning of a reporting
entity's first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not permitted.
The Company's adoption of provisions of ASU 2010-10 did not have a material
effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 "Subsequent Events (ASC Topic
855) "Amendments to Certain Recognition and Disclosure Requirements" ("ASU No.
2010-09"). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Company's financial position
and results of operations.
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), "Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives." The amendments in this
Update are effective for each reporting entity at the beginning of its first
fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the
beginning of each entity's first fiscal quarter beginning after issuance of this
Update. The Company does not expect the provisions of ASU 2010-11 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
In December 2010, the FASB Accounting Standards Update 2010-29 Business
Combinations Topic 805, which requires a public entity to disclose pro forma
information for business combinations that occurred in the current reporting
period. The disclosures include pro forma revenue and earnings of the combined
entity for the current reporting period as though the acquisition date for all
business combinations that occurred during the year had been as of the beginning
of the annual reporting period. If comparative financial statements are
presented, the pro forma revenue and earnings of the combined entity for the
comparable prior reporting period should be reported as though the acquisition
date for all business combinations that occurred during the current year had
been as of the beginning of the comparable prior annual reporting period.
Effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2010. The adoption did not have an impact on the Company's
financial position and results of operations.
In April 2011, the FASB issued ASU 2011-02, "Receivables (Topic 310): A
Creditor's Determination of Whether a Restructuring is a Troubled Debt
Restructuring". This amendment explains which modifications constitute troubled
debt restructurings ("TDR"). Under the new guidance, the definition of a
troubled debt restructuring remains essentially unchanged, and for a loan
modification to be considered a TDR, certain basic criteria must still be met.
For public companies, the new guidance is effective for interim and annual
periods beginning on or after June 15, 2011, and applies retrospectively to
restructuring occurring on or after the beginning of the fiscal year of
adoption. The Company does not expect that the guidance effective in future
periods will have a material impact on its financial statements.
In June 2011, the FASB issued ASU 2011-05, "Comprehensive Income (Topic 220):
Presentation of Comprehensive Income", which is effective for annual reporting
periods beginning after December 15, 2011. ASU 2011-05 will become effective for
the Company on January 1, 2012. This guidance eliminates the option to present
22
the components of other comprehensive income as part of the statement of changes
in stockholders' equity. In addition, items of other comprehensive income that
are reclassified to profit or loss are required to be presented separately on
the face of the financial statements. This guidance is intended to increase the
prominence of other comprehensive income in financial statements by requiring
that such amounts be presented either in a single continuous statement of income
and comprehensive income or separately in consecutive statements of income and
comprehensive income. The adoption of ASU 2011-05 is not expected to have a
material impact on our financial position or results of operations.
In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs", which is effective for annual reporting periods
beginning after December 15, 2011. This guidance amends certain accounting and
disclosure requirements related to fair value measurements. Additional
disclosure requirements in the update include: (1) for Level 3 fair value
measurements, quantitative information about unobservable inputs used, a
description of the valuation processes used by the entity, and a qualitative
discussion about the sensitivity of the measurements to changes in the
unobservable inputs; (2) for an entity's use of a nonfinancial asset that is
different from the asset's highest and best use, the reason for the difference;
(3) for financial instruments not measured at fair value but for which
disclosure of fair value is required, the fair value hierarchy level in which
the fair value measurements were determined; and (4) the disclosure of all
transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04
will become effective for the Company on January 1, 2012. We are currently
evaluating ASU 2011-04 and have not yet determined the impact that adoption will
have on our financial statements.
NOTE 2 - MARKETABLE SECURITIES
The marketable securities at September 30, 2012 are available-for-sale and have
been valued at their fair market value of $33,071, which is $18,997 less than
the original cost of the investments. The $18,997 decline in value has been
accounted for as an unrecognized loss and is reflected in "other comprehensive
loss" in stockholder's equity.
NOTE 3 - PROPERTY PLANT AND EQUIPMENT
The Property Plant and Equipment is as follows:
Description 2012 2011
-------- --------
Balance $ 4,194 $ 4,194
Accumulated Depreciation (892) (3,053)
Net Book Value $ 302 $ 1,141
NOTE 4 - ACCRUED EXPENSES - RELATED PARTIES
The Company has a payable due to related party, the Company's CEO, totalling
$23,617 at September 30, 2012 ($23,617 as at September 30, 2011), related to
operating expenses of the Company that were paid for by the related party.
NOTE 5 - NOTE PAYABLE - RELATED PARTY
The Company received a loan of $50,000 from a related party, the Company's CEO,
in December 2006, to be used for working capital. The loan is non-interest
bearing and unsecured. The loan principal was due in full on December 27, 2011.
23
NOTE 6 - INCOME TAXES
For the period from inception through ended September 30, 2012, the Company has
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is approximately $253,429 at
September 30, 2012, and will expire in the year 2030.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
September 30, 2012
------------------
Deferred tax asset attributable to:
Net operating loss carryover $ 87,000
Valuation allowance (87,000)
--------
Net deferred tax asset $ --
========
NOTE 7 - LIQUIDITY AND GOING CONCERN
Pioneer Consulting Group, Inc. has limited working capital and has not yet
received revenues from sales of products or services. These factors create
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern.
The ability of the Pioneer Consulting Group, Inc. to continue as a going concern
is dependent on the Company generating cash from the sale of its common stock
and/or obtaining debt financing and attaining future profitable operations.
Management's plans include selling its equity securities and obtaining debt
financing to fund its capital requirement and ongoing operations; however, there
can be no assurance the Company will be successful in these efforts.
24
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The company had no independent accountant review the financials for this period,
in accordance with Rule 3-11 of Regulation S-X
ITEM 9A. CONTROLS AND PROCEDURES
Our management, on behalf of the Company, has considered certain internal
control procedures as required by the Sarbanes-Oxley ("SOX") Section 404 A which
accomplishes the following:
Internal controls are mechanisms to ensure objectives are achieved and are under
the supervision of the Company's Chief Executive Officer and Chief Financial
Officer, being Matthew Marcus. Good controls encourage efficiency, compliance
with laws and regulations, sound information, and seek to eliminate fraud and
abuse.
These control procedures provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the Company's financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.
Internal control is "everything that helps one achieve one's goals - or better
still, to deal with the risks that stop one from achieving one's goals."
Internal controls are mechanisms that are there to help the Company manage risks
to success.
Internal controls is about getting things done (performance) but also about
ensuring that they are done properly (integrity) and that this can be
demonstrated and reviewed (transparency and accountability).
In other words, control activities are the policies and procedures that help
ensure the Company's management directives are carried out. They help ensure
that necessary actions are taken to address risks to achievement of the
Company's objectives. Control activities occur throughout the Company, at all
levels and in all functions. They include a range of activities as diverse as
approvals, authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.
As of September 30, 20121, the management of the Company assessed the
effectiveness of the Company's internal control over financial reporting based
on the criteria for effective internal control over financial reporting
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on
conducting such assessments. Management concluded, during the year ended
September 30, 2012, internal controls and procedures were not effective to
detect the inappropriate application of US GAAP rules. Management realized there
are deficiencies in the design or operation of the Company's internal control
that adversely affected the Company's internal controls which management
considers being material weaknesses.
In the light of management's review of internal control procedures as they
relate to COSO and the SEC the following were identified:
* The Company's Audit Committee does not function as an Audit Committee
should since there is a lack of independent directors on the Committee
and the Board of Directors has not identified an "expert", one who is
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knowledgeable about reporting and financial statements requirements,
to serve on the Audit Committee.
* The Company has limited segregation of duties which is not consistent
with good internal control procedures.
* The Company does not have a written internal control procedurals
manual which outlines the duties and reporting requirements of the
Directors and any staff to be hired in the future. This lack of a
written internal control procedurals manual does not meet the
requirements of the SEC or good internal control.
* There are no effective controls instituted over financial disclosure
and the reporting processes.
Management feels the weaknesses identified above, being the latter three, have
not had any effect on the financial results of the Company. Management will have
to address the lack of independent members on the Audit Committee and identify
an "expert" for the Committee to advise other members as to correct accounting
and reporting procedures.
The Company and its management will endeavor to correct the above noted
weaknesses in internal control once it has adequate funds to do so. By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee. With the addition of other Board Members and staff the
segregation of duties issue will be address and will no longer be a concern to
management. By having a written policy manual outlining the duties of each of
the officers and staff of the Company will facilitate better internal control
procedures.
Management will continue to monitor and evaluate the effectiveness of the
Company's internal controls and procedures and its internal controls over
financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary
and as funds allow.
ITEM 9A(T). CONTROLS AND PROCEDURES
There were no changes in the Company's internal controls or in other factors
that could affect its disclosure controls and procedures subsequent to the
Evaluation Date, nor any deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions.
ITEM 9B. OTHER INFORMATION
There are no matters required to be reported upon under this Item.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Each of our Directors serves until his successor is elected and qualified. Each
of our officers is elected by the Board of Directors to a term of one (1) year
and serves until his successor is duly elected and qualified, or until he is
removed from office. The Board of Directors has no nominating or compensation
committees.
The name, address, age and position of our officers and directors is set forth
below:
Executive Officers and Directors
The following table and subsequent discussion contains information concerning
our directors and executive officers, their ages, term served and all of our
officers and their positions, who will serve in the same capacity with us upon
completion of the offering.
Name Age Term Served Title/Position(s)
---- --- ----------- -----------------
Matthew Marcus 39 Since Inception Sole Officer and Director
There are no other persons nominated or chosen to become directors or executive
officers nor do we have any employees other than above.
Matthew Marcus - CEO, President, Treasurer and Director
Matthew Marcus is the founder of Pioneer Consulting Group, Inc. Mr. Marcus has
been the president, chief executive officer, treasurer and director since our
inception on June 28, 2006. Mr. Marcus has basic training in formatting and
filing EDGAR documents and will be responsible for all of our service offerings.
Mr. Marcus initially will devote approximately 20% of his time, per week, to our
affairs. If and when our business operations increase and a more extensive time
commitment is needed, he is prepared to devote more time even on a full-time
basis.
His employment experiences during the last years are with Synergy Investment
Group, Inc. from 2000 to July 2006 as an independent FINRA licensed stockbroker.
Mr. Marcus focused on providing financial advisory services targeting the
officers and directors of closely held corporations.
Prior to founding an interactive financial web site and joining Synergy
Investment group Mr. Marcus had experience working for Prudential Securities,
Smith Barney, and Prudential Securities in his early twenties.
Our directors hold office until the next annual meeting of shareholders and the
election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.
27
No officer, director, or persons nominated for such positions and no promoters
or significant employee of Pioneer Consulting Group has been involved in legal
proceedings that would be material to an evaluation of officers and directors.
NO MERGER PLANS
We have no present intention, nor does a present potential exist for us, to
consummate a business combination with any business or company, in which our
promoters, management, or their affiliates or associates, directly or
indirectly, have a pecuniary interest, although no existing corporate policies
would prevent this from occurring. Further, none of the companies listed above
in which our president, Matthew Marcus, is or has been affiliated with have had
any preliminary contact or discussions with Pioneer Consulting Group, and there
are no present plans, proposals, arrangements, or understandings with any
representatives of those entities regarding the possibility of an acquisition or
merger transaction.
ITEM 11. EXECUTIVE COMPENSATION
We have made no provisions for cash compensation to our executive officers and
director. Mr. Marcus, our sole officer and director received 4,750,000 shares of
restricted stock for his first year of services and in exchange for
organizational costs, the development of our business plan, the web site and the
domain name. These restricted shares were issued under Section 4(2) of the
Securities Act of 1933, as amended, and are subject to the resale provisions of
Rule 144 and may not be sold or transferred without registration except in
accordance with Rule 144. Certificates representing the securities bear such a
legend. These 4,750,000 shares have been accepted as full compensation for Mr.
Marcus's services for the first year of operation. No salaries are being paid at
the present time, and will not be paid unless and until there is available cash
flow from operations to pay salaries. There were no grants of options or SAR
grants given to any of our executive officers.
The following table shows the cash and non-cash compensation paid to our
executive officers.
Annual Compensation Long-Term Compensation
-------------------------- -----------------------------------------
Restricted
Stock LTIP
Name and Position Year Salary Bonus Other Awards SAR Payout Other
----------------- ---- ------ ----- ----- ------ --- ------ -----
Matthew Marcus, 2012 -0- -0- -0- -0- -0- -0- -0-
CEO, Sole Officer & 2011 -0- -0- -0- -0- -0- -0- -0-
Director 2010 -0- -0- -0- -0- -0- -0- -0-
We do not presently have a stock option plan but intend to develop an incentive
based stock option plan for our officers and directors in the future and may
reserve up to ten percent of our outstanding shares of common stock for that
purpose.
EMPLOYMENT AGREEMENTS
We have not entered into any employment agreements with any of our employees,
and employment arrangements are all subject to the discretion of our sole
director, Matthew Marcus.
CONFLICT OF INTEREST - MANAGEMENT'S FIDUCIARY DUTIES
Our director and officer is or may become, in his individual capacity, officer,
director, controlling shareholder and/or partner of other entities engaged in a
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variety of businesses. There exist potential conflicts of interest including
allocation of time between Pioneer Consulting Group and his other business
activities.
No proceeds from this offering will be used to purchase directly or indirectly
any shares of the common stock owned by any present shareholder, officer,
director or promoter. No proceeds from this offering will be loaned to our
officers and directors, and any of his affiliates. We also will not use proceeds
of this offering purchase the assets of any company, which is beneficially owned
by any of our current or future officers, directors, promoters or affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock, with respect to each of our named
director and executive officer, each person known to us to be the beneficial
owner of more than five percent (5%) of said securities, and all of our
directors and executive officers as a group:
Amount of
Name and Address (1) Title Beneficial Percent Before
of Beneficial Owner of Class Ownership Offering (2)
------------------- -------- --------- ------------
Matthew Marcus Common 2,750,000 57.9%
CEO, sole officer and director
All officers & directors Common 2,750,000 57.9%
As a group (2 persons)
----------
(1) The business address of the director and executive officers is c/o Pioneer
Consulting Group, Inc., 2840 Hwy 95 Alt S #7., Silver Springs, Nevada 89429
(2) Based on current outstanding common shares of 4,750,000.
There are currently no arrangements that would result in a change of control of
us.
DESCRIPTION OF SECURITIES
The following statements are qualified in their entirety by reference to the
detailed provisions of our Certificate of Incorporation and Bylaws.
COMMON STOCK
We are presently authorized to issue 100,000,000 shares of $.001 par value
common stock. The holders of our common stock, including the shares offered
hereby, are entitled to equal dividends and distributions, per share, with
respect to the common stock when, as and if declared by the Board of Directors
from funds legally available therefore. No holder of any shares of our common
stock has a pre-emptive right to subscribe for any of our securities nor are any
common shares subject to redemption or convertible into other securities. Upon
our liquidation, dissolution or winding up, and after payment of creditors and
preferred stockholders, if any, the assets will be divided pro-rata on a
share-for-share basis among the holders of the shares of common stock. All
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shares of common stock now outstanding are fully paid, validly issued and
non-assessable. Each share of common stock is entitled to one vote with respect
to the election of any director or any other matter upon which shareholders are
required or permitted to vote. Holders of our common stock do not have
cumulative voting rights, so that the holders of more than 50% of the combined
shares voting for the election of directors may elect all of the directors, if
they choose to do so and, in that event, the holders of the remaining shares
will not be able to elect any members to the Board of Directors.
We have reserved from our authorized but unissued shares a sufficient number of
shares of common stock for issuance of the shares offered hereby. The shares of
common stock issuable on completion of the offering will be, when issued in
accordance with the terms of the offering, fully paid and non-assessable. During
the pendency of the offering, subscribers will have no rights as stockholders
until the offering has been completed and the shares have been issued to them.
PREFERRED STOCK
We are also presently authorized to issue 20,000,000 shares of $.001 par value
preferred stock. Under our Certificate of Incorporation, as amended, the Board
of Directors has the power, without further action by the holders of the common
stock, to designate the relative rights and preferences of the preferred stock,
and issue the preferred stock in such one or more series as designated by the
Board of Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting rights,
dividends or other preferences, any of which may be dilutive of the interest of
the holders of the common stock or the preferred stock of any other series. The
issuance of preferred stock may have the effect of delaying or preventing a
change in control without further shareholder action and may negatively affect
the rights and powers, including voting rights, of the holders of common stock.
In certain circumstances, the issuance of preferred stock could depress the
market price of the common stock. The Board of Directors effects a designation
of each series of preferred stock by filing with the Nevada Secretary of State a
Certificate of Designation defining the rights and preferences of each such
series. Documents so filed are matters of public record and may be examined in
accordance with procedures of the Nevada Secretary of State, or copies thereof
may be obtained from us.
OPTIONS AND WARRANTS
We do not presently have any options or warrants authorized or any securities
that may be convertible into common stock. However, our sole director, Matthew
Marcus, may later determine to authorize options and warrants for our company.
DIVIDEND POLICY
We have not previously paid any cash dividends on our common stock and do not
anticipate or contemplate paying dividends on our common stock in the
foreseeable future. Our present intention is to utilize all available funds for
the development of our business. There is no assurance that we will ever have
excess funds available for the payment of dividends. The only legal restrictions
that hinder the ability to pay dividends on common equity or that are likely to
do so in the future, are those restrictions imposed by State laws. Under Nevada
corporate law, no dividends or other distributions may be made which would
render a company insolvent or reduce assets to less than the sum of its
liabilities plus the amount needed to satisfy any outstanding liquidation
preferences.
TRANSFER AGENT
Up until the present time, we have acted as our own transfer agent and
registrar.
30
The 4,750,000 of common stock held by existing stockholder were issued and sold
by us in reliance on exemptions from the registration requirements of the
Securities Act. These shares will become eligible for sale a year from their
date of initial issuance, subject to the limitations of Rule 144. We cannot
predict the effect, if any, that offers or sales of these shares would have on
the market price. Nevertheless, sales of significant amounts of restricted
securities in the public markets could negatively affect the fair market price
of the shares, as well as impair our ability to raise capital through the
issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned shares for at
least one year is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of (1) one percent of the then
outstanding shares of common stock or (2) the average weekly trading volume in
the common stock in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided several
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of common stock, which are not
restricted securities.
Under Rule 144(k), a person who is not an affiliate and has not been an
affiliate for at least three months prior to the sale and who has beneficially
owned shares for at least two years may resell their shares without compliance
with the foregoing requirements. In meeting the one-and two-year holding periods
described above, a holder of shares can include the holding periods of a prior
owner who was not an affiliate. The one-and two-year holding periods described
above do not begin to run until the full purchase price or other consideration
is paid by the person acquiring the shares from the issuer or an affiliate. Rule
701 provides that currently outstanding shares of common stock acquired under
our employee compensation plans, and shares of common stock acquired upon
exercise of presently outstanding options granted under these plans, may be
resold beginning 90 days after registration:
* by persons, other than affiliates, subject only to the manner of sale
provisions of Rule 144, and
* by affiliates under Rule 144 without compliance with its one-year
minimum holding period, subject to some limitations.
There is presently no agreement by any holder, including our "affiliates", of
"restricted" shares not to sell their shares.
PENNY STOCK REGULATION
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. As our shares immediately following this offering will likely
be subject to such penny stock rules, investors in this offering will in all
likelihood find it more difficult to sell their securities.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Since inception, the following transactions were entered into with our sole
director.
Our sole director, Matthew Marcus, acquired his shares with the intent to hold
the shares for investment purposes and not with a view to further resale or
distribution, except as permitted under exemptions from registration
requirements under applicable securities laws. That means that he may not sell
such securities unless they are either registered with the SEC and comparable
agencies in the states or other jurisdictions where the purchasers reside, or
are exempted from registration. The most widely used exemption from registration
requirements is provided by SEC Rule 144, which requires a one year holding
period prior to resale, and limits the quantities of securities that can be sold
during any 90 day periods.
The certificate has been issued with a restrictive legend required with respect
to issuance of securities pursuant to exemptions from registration requirements
under the Securities Act and the recipient acknowledged his understanding that
the shares are restricted from resale unless they were either registered under
the Securities Act and comparable state laws, or the transaction was effected in
compliance with available exemptions from such registration requirements.
In connection with our organization, on June 28, 2006, Matthew Marcus, our
president, was issued 4,750,000 shares of our restricted common stock for his
first year of services and in exchange for organizational costs, the development
of our business plan, the web site and the domain name.
On June 28, 2006, our president, director and controlling shareholder, Matthew
Marcus, signed a loan agreement, as amended, to lend us $25,000 on a promissory
note after closing of this offering if we fail to raise a minimum of $25,000
from the offering. This loan will be made to us in the full amount of $25,000
even if we manage to raise some proceeds from this offering, e.g. $10,000.
It is contemplated that we may enter into certain transactions with our sole
director, Matthew Marcus, or affiliates which may involve conflicts of interest
in that they will not be arms' length transactions. These transactions include
the following:
We presently have no office facilities but for the time being we will use as our
business address the office of Matthew Marcus, our president, on a rent free
basis, until such time as our business operations may require more extensive
facilities and we have the financial ability to rent commercial office space.
There is presently no formal written agreement for the use of such facilities,
and no assurance that such facilities will be available to us on such a basis
for any specific length of time.
All future transactions between us and our officers, directors or 5%
shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of any independent, disinterested directors.
There are currently no related party transactions between Marcus' affiliates and
Pioneer Consulting Group. Further, Pioneer Consulting Group has not had any
preliminary contact or discussions with Marcus affiliates and there are no
present plans, proposals, arrangements or understandings with these companies to
enter into any future transactions.
32
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our certificate of incorporation contains provisions permitted under the General
Corporation Law of Nevada relating to the liability of directors. The provisions
eliminate a director's liability to stockholders for monetary damages for a
breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions, which
involve intentional misconduct, or a knowing violation of law. Our certificate
of incorporation also contains provisions obligating us to indemnify our
directors and officers to the fullest extent permitted by the General
Corporation Law of Nevada. We believe that these provisions will assist us in
attracting and retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State of
Nevada's business combination statute. In general, the statute prohibits a
publicly held Nevada corporation from engaging in a business combination with a
person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.
As permitted by Nevada law, we intend to eliminate the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to exceptions. In addition, our bylaws provide that
we are required to indemnify our officers and directors, employees and agents
under circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we would be required to advance expenses
to our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide that we, among other things, will
indemnify officers and directors, employees and agents against liabilities that
may arise by reason of their status or service as directors, officers, or
employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. At present, we are not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of ours in which indemnification would be required or permitted. We
believe that our charter provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.
We have agreed to the fullest extent permitted by applicable law, to indemnify
all our officers and directors.
We undertake the following:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
33
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The company had no independent accountant review the financials for this period,
in accordance with Rule 3-11 of Regulation S-X, therefore no fees or services
were provided.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The exhibits marked with an "*" have already been filed. The remaining exhibits
are filed with this Registration Statement:
Number Exhibit Name
------ ------------
*1.1 Subscription Agreement
*3.1 Certificate of Incorporation
*3.2 By-Laws
*4.1 Form of Common Stock Certificate
*5.1 Opinion of Jillian Ivey Sidoti, Esq. regarding legality
*10.1 Loan Agreement with Matthew Marcus
*10.2 Promissory Note with Matthew Marcus
*23.1 Consent of Maddox Ungar Silberstein, PLLC
31.1 Rule 13a-14(a) 15(d)-14(a) Certification By Chief Executive Officer
31.2 Rule 13a-14(a) 15(d)-14(a) Certification By Chief Financial Officer
32.1 Certificate Pursuant to 18 U.S.C. Section 1350 as Adopted to Section
906 of the Sarbanes-Oxley Act 2002
32.2 Certificate Pursuant to 18 U.S.C. Section 1350 as Adopted to Section
906 of the Sarbanes-Oxley Act 2002
34
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
November 16, 2012 Pioneer Consulting Group, Inc.
By: /s/ Matthew Marcus
-----------------------------------
Matthew Marcus, President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
November 16, 2012 Pioneer Consulting Group, Inc.
By: /s/ Matthew Marcus
------------------------------------
Matthew Marcus, President and
Chief Executive Officer
3
