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EXCEL - IDEA: XBRL DOCUMENT - IFAN FINANCIAL, INC. | Financial_Report.xls |
EX-32 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - IFAN FINANCIAL, INC. | exhibit32.htm |
EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - IFAN FINANCIAL, INC. | exhibit31.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||||
Washington, D.C. 20549 | ||||||||||||||||
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FORM 10-K | ||||||||||||||||
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[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
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For the fiscal year ended: | August 31, 2013 |
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[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
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For the transition period from | ___________ | to | ____________ |
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| Commission file number: | 333-178788 |
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| Infantly Available, Inc. |
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| (Exact name of registrant as specified in its charter) |
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| Nevada |
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| 33-1222494 |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||
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| 100 Adriana Louise Drive, Woodbridge, Ontario, Canada , L4H 1P7 |
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| (Address of principal executive offices) (Zip Code) |
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| 702-664-6472 |
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(Registrants telephone number, including area code) | ||||||||||||||||
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. | ||||||||||||||||
| Yes|_| No|X| | |||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||
| Yes |X| No |_| | |||||||||||||||
Check 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 (§229.405 of this chapter) during the preceding 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 in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | ||||||||||||||||
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. | ||||||||||||||||
Large accelerated filer [ ] | Accelerated filer [ ] | |||||||||||||||
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] | |||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). | ||||||||||||||||
| Yes |X| No|_| | |||||||||||||||
The number of shares outstanding of the Registrant's Common Stock as October 17, 2013 was 7,336,030 shares of common stock, $0.001 par value, issued and outstanding. |
INFANTLY AVAILABLE, INC.
ANNUAL REPORT ON FORM 10-K
INDEX
| PART I | Page No. |
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Item 1. | Business | 3 |
Item 1A. | Risk Factors | 5 |
Item 1B | Unresolved Staff Comments | 5 |
Item 2 | Properties | 5 |
Item 3 | Legal Proceedings | 6 |
Item 4 | Mine Safety Disclosures | 6 |
| PART II |
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Item 5 | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 |
Item 6 | Selected Financial Data | 6 |
Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 6 |
Item 7A | Quantitative and Qualitative Disclosure about Market Risk | 8 |
Item 8 | Financial Statements and Supplementary Data | 8 |
Item 9 | Changes an Disagreements With Accountants on Accounting and Financial Disclosure | 20 |
Item 9A | Controls and Procedures | 20 |
Item 9B | Other Information | 23 |
| PART III |
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Item 10 | Directors, Executive Officers and Corporate Governance | 23 |
Item 11 | Executive Compensation | 24 |
Item 12 | Security Ownership of Certain Beneficial Owners and Management | 25 |
Item 13 | Certain Relationships and Related Transactions and Director Independence | 25 |
Item 14 | Principal Accounting Fees and Services | 25 |
| PART IV |
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Item 15 | Exhibits and Financial Statement Schedules | 26 |
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PART I
ITEM 1: BUSINESS
About Infantly Available, Inc.
Infantly Available, Inc. was incorporated in the State of Nevada as a for-profit Company on June 11, 2010 and intends to develop and distribute an organic clothing line designed for children. All our clothing will be made of only natural materials.
Infantly Available, Inc. is a development stage company; we have generated no revenues from operations since our inception. This filing shows the actions we believe that will lead to the creation of our business and operations. However, as of the date of this filing our auditors stated that the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. This going concern opinion is due to the fact that we do not have enough material assets, or a source of revenue sufficient to cover our operation costs. The Company is highly dependent upon the raising of additional capital through the sale of our common stock in order to implement its business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.
As of the date of this filing, the Company has generated no revenues and has not entered into any agreement, arrangement or understanding with any retailers for its services. Failure to raise funds will require the Company to cease operations. The Companys President, Mrs. Borrie, has committed to lend the Company funds in the form of a non-secured loan to meet its short to medium term financial obligations (up to 12 months), but there is no contract in place or written agreement between the Company and Mrs. Borrie.
Plan of Operation
We expect to be fully functional and generate revenue after we can implement our Plan of Operations, which should take about 12 months, as described below. We will only be able to start our Plan of Operations if we generate enough funds to do so. We believe that we can successfully start our Plan of Operations if we raise at least 50% of the expected funds from the sale of our common stock. We intend to try to implement our plan of operations even if we raise a lower amount, allocating the available funds proportionally.
As of the date of this filing, we have not raised enough funds to start implementing our Plan of Operation. We cannot develop our business without funds; therefore, our priority is to sell the shares offered in our registration statement.
After we have raised enough funds to start this plan of operations, we expect to generate revenues in a period of 12 months, after we accomplish the following steps:
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Organic Apparel's Market Studies Acquisition and Analysis (month 1 and 2) We plan to have a deeper market analysis to assess the right requirements for our organic apparel for children. Our objective is to define the market segmentation and requirements, including a portfolio on our organic apparel suited for childrens lifestyles and habits. We intend to contract a specialized company to do the research. Infantlys president will be responsible for hiring such a company and she shall also be responsible for the interpretation and decision making after we have the research done. As of the date of this filing, we have not yet identified or contacted any possible research company. The Company believes that the ideal amount is $4,000 (100% of offered shares sold), but it is still viable to have a satisfactory research done with $1,200 (50% of offered shares sold). If we raise any lower amount, we intend to have a smaller research performed, which could give us some guidance for the next steps.
Legal and regulation studies of Organic Apparel matters (month 3) After we have the Market Studies done, we plan to analyze legal and regulation requirements to comply with childrens apparel business. We shall verify certifications and government permissions to perform our business and how to get the certifications from green organizations which will identify us as an organic apparel company that is environmentally and socially responsible. The president will be responsible for this step and if necessary, to hire a third party lawyer for consultation. The Company believes that the ideal amount is $4,000 (100% of offered shares sold), but it possible to complete this task with $1,300 (50% of offered shares sold). If we raise a lower amount, we intend to try to comply with regulations on a smaller scope (municipal vs national or international).
Selections of suppliers and partnership, trademark or copyright protection (month 4 to 10) With this step, we plan to finalize our product portfolio development: from the findings of the market studies and Legal and regulation studies of Organic Apparel, we intend to define a final portfolio suitable for our customers: colors, models, themes, fabric, among other characteristics. Considering the requirements found in our prior studies, we plan to select the appropriate suppliers, establish the partnership policy to align our business objectives and insure a dependable and long lasting business relationship with our possible partners and suppliers, including designers and tailors. We also plan to secure trademark protection or copyright protection of our intellectual property and products. The companys president will be responsible for the tasks described above. The Company believes that the ideal amount is $5,000 (100% of offered shares sold), but it possible to complete this task with $2,000 (50% of offered shares sold). If we raise any lower amount, we intend to try to search for more affordable partners and have some sort of trademark or copyright protection, if possible.
Production of initial batch (month 10 to 12) After we have successfully accomplished the steps above; we intend to start the production of our initial batch. This production will be made by a third party company/partner and has yet to be identified and hired. The Company believes that the ideal amount is $19,000 (100% of offered shares sold), but it possible to complete this task with $8,000 (50% of
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offered shares sold). If we raise any lower amount, we intend to produce what we can with the funds available.
Website Development (month 10 to 12) Concurrently to the production of our initial batch, we intend to fully develop our website (www.infantlyavailable.com). Our president will be responsible in identifying and hiring a competent website developer that can ensure that our website will be SSL secured. As of the date of this filing, no website developer has been identified, contacted or hired and we have only created a website template that is not yet SSL secured. The Company believes that the ideal amount is $20,000 (100% of offered shares sold), but it possible to complete this task with $9,500 (50% of offered shares sold). If we raise any lower amount, we intend to develop a more basic website with the funds available.
Advertisement (month 11 to 12) According to our market study results and portfolio developed from our prior steps described above, we intend to define the best channels to communicate and promote our products; select websites, magazines and advertising with specific green media groups, so we can reach our target audience and plan how to effectively use our budget for this action. The Company believes that the ideal amount is $8,000 (100% of offered shares sold), but it possible to complete this task with $1,500 (50% of offered shares sold). If we raise any lower amount, we intend to advertise on a lower number of websites, magazines and/or specific green media groups with the funds available, if any.
At the present time, we have started to raise additional cash through our S-1 Registration Statement effective May 25, 2012. TO date we have raised $5,350 from the sale of 214,000 shares. If we are unable to raise additional funds, we will either suspend our business operations until we do raise additional cash, or cease operations entirely. If we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment. Other than as described in this paragraph, we have no other financing plans.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. PROPERTIES
Our principal executive office is located at 100 Adriana Louise Drive, Woodbridge, Ontario, Canada, L4H 1P7, our telephone number is 702-664-6472 and our fax number is 702-664-6954. The Company does not own or rent any property.
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ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
As of August 31, 2013 the Company had 30 active shareholders besides the President.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of the Annual Report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Our auditors report on our August 31, 2013 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See August 31, 2013 Audited Financial Statements - Auditors Report.
As of August 31, 2013, Infantly Available had $1,355 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the
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following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Infantly Available is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Infantly Available having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Infantly Available is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Infantly Available cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Infantly Available common stock would lose all of their investment.
The development and marketing of our products will begin over the next 12 months. Infantly Available does not anticipate obtaining any further products.
We did not generate any revenue during the fiscal year ended August 31, 2013. As of the fiscal year ended August 31, 2013 we had $1,355 of cash on hand in the bank. We incurred operating expenses in the amount of $19,209 in the fiscal year ended August 31, 2013 and $18,222 in the fiscal year ended August 31, 2012. These operating expenses were comprised of professional fees and office and general expenses. Since inception we have incurred operating expenses of $42,053.
Infantly Available has no current plans, preliminary or otherwise, to merge with any other entity.
Off Balance Sheet Arrangements.
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Companys financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term off-balance sheet arrangement generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Infantly Available, Inc. |
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(A Development Stage Company) |
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FINANCIAL STATEMENTS |
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August 31, 2013 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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BALANCE SHEETS |
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STATEMENTS OF OPERATIONS |
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STATEMENT OF STOCKHOLDERS' DEFICIT |
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STATEMENTS OF CASH FLOW |
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NOTES TO FINANCIAL STATEMENTS |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors
Infantly Available, Inc.
Carson City, Nevada
We have audited the accompanying balance sheets of Infantly Available, Inc. (A Development Stage Company) as of August 31, 2013 and 2012 and the related statements of operations, stockholders deficit, and cash flows for the period June 11, 2010 (inception) through August 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Infantly Available, Inc. (A Development Stage Company) as of August 31, 2013 and 2012 and the results of its operations and cash flows for the period June 11, 2010 (inception) through August 31, 2013, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Managements plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Kyle L. Tingle, CPA, LLC
September 24, 2013
Las Vegas, Nevada
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Infantly Available, Inc. | ||||||
(A Development Stage Company) | ||||||
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BALANCE SHEETS | ||||||
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| August 31, 2013 |
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CURRENT ASSETS |
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Cash | $ | 1,355 | $ | 190 | ||
TOTAL ASSETS | $ | 1,355 | $ | 190 | ||
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | 21,049 | $ | 11,725 | ||
Due to Related Party |
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TOTAL CURRENT LIABILITIES |
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| 15,912 | ||
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STOCKHOLDERS' DEFICIT |
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Common Stock, $0.001 par value |
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Authorized |
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200,000,000 shares of common stock,$0.001 par value |
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Issued and outstanding |
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7,336,030 and 7,122,030 shares of common stock as of August 31, 2013 and 2012, respectively | $ | 7,336 | $ | 7,122 | ||
Additional Paid in Capital |
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Deficit accumulated during the development stage |
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TOTAL STOCKHOLDERS DEFICIT | $ | (29,581) | $ | (15,722) | ||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ | 1,355 | $ | 190 | ||
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The accompanying notes are an integral part of these financial statements. |
Infantly Available, Inc. | |||||||||||
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STATEMENTS OF OPERATIONS | |||||||||||
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REVENUE |
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Revenues | $ | - | $ | - | $ | - | |||||
Total revenues |
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EXPENSES |
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Office and general | $ | 4,509 | $ | 5,272 | $ | 12,903 | |||||
Professional Fees |
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Total expenses |
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| 18,222 |
| 42,053 | |||||
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NET LOSS | $ | (19,209) | $ | (18,222) | $ | (42,053) | |||||
BASIC LOSS PER COMMON SHARE |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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The accompanying notes are an integral part of these financial statements. |
Infantly Available, Inc. | |||||||||||
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STATEMENT OF STOCKHOLDERS' DEFICIT | |||||||||||
From inception (June 11, 2010) to August 31, 2013 | |||||||||||
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Balance, June 11, 2010 (Inception) |
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Net loss |
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Balance, August 31, 2010 | - | $ | - | $ | - | $ | (1,469) |
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Common Stock issued for related party payable | 7,122,030 |
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Net loss |
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Balance, August 31, 2011 | 7,122,030 |
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Net Loss |
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Balance, August 31, 2012 | 7,122,030 |
| 7,122 |
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Common Stock issued for cash | 214,000 |
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| 5,136 |
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Net loss |
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| (19,209) |
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Balance, August 31, 2013 | 7,336,030 | $ | 7,336 | $ | 5,136 | $ | (42,053) | $ | (29,581) | ||
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The accompanying notes are an integral part of these financial statements. |
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Infantly Available, Inc.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada as a for-profit Company on June 11, 2010 and established a fiscal year end of August 31. It is a development-stage Company that intends to develop and distribute an organic clothing line designed for children. All our clothing will be made of natural fibers only. The Company is currently in the development stage as defined under FASB ASC 915-10, Development Stage Entities". All activities of the Company to date relate to its organization, initial funding and share issuances.
The Company has not yet commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. The Company is in the initial development stage and has incurred losses since inception totaling $42,053.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
The Companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit since inception of $42,053. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founders shares. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Companys ability to continue as a going concern.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.
15
Infantly Available, Inc.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalent.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 7,249,603 as of August 31, 2013 and 7,122,030 as of August 31, 2012. As of August 31, 2013, 2012 and since inception, the Company had no dilutive potential common shares.
16
Infantly Available, Inc.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the companys financial statement.
Stock-based Compensation
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
Fair Value of Financial Instruments
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosure about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair market value on a recurring basis at August 31, 2013 and 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended August 31, 2013 and 2012.
Share Based Expenses
FASB ASC 718 Compensation Stock Compensation prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entitys past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
17
Infantly Available, Inc.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 Equity Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable; (A) the goods or services received, or (B) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
NOTE 3 CAPITAL STOCK
The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On June 11, 2010, the Company issued 5,000,000 Common shares at $0.001 per share for $5,000. The funds for these shares were received in August 2011
On July 31, 2010 the company issued 1,469,030 common shares for $1,469 in exchange for payment of expenses on behalf of the Company.
On July 31, 2011 the company issued 653,000 common shares for $653 in exchange for payment of expenses on behalf of the Company.
Between November 2012 and April 2013 the Company issued 214,000 common shares for $5,350. The funds for these we're received in January and May 2013.
As of August 31, 2013, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 4 INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
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Infantly Available, Inc.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
NOTE 4 INCOME TAXES (continued)
The components of the Companys deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of and 2013 and 2012 are as follows:
| August 31, 2013 | August 31, 2012 |
|
|
|
Net operating loss carry forward | $ 42,053 | $ 22,844 |
Effective tax rate | 35% | 35% |
Deferred tax asset | 14,719 | 7,995 |
Less: Valuation allowance | (14,719) | (7,995) |
Net deferred tax asset | $ - | $ - |
The reconciliation of income taxes computed at the statutory rate to the income tax recorded is as follows:
| August 31, 2013 | August 31, 2012 | Inception to August 31, 2013 |
|
|
|
|
Net operating loss carry forward | $ 19,209 | $ 18,222 | $ 42,053 |
Effective tax rate | 35% | 35% | 35% |
Deferred tax assets | 6,723 | 6,378 | 14,719 |
Less: Valuation allowance | (6,723) | (6,378) | (14,719) |
Net deferred tax asset | $ - | $ - | $ - |
The net federal operating loss carry forward will expire between 2031 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
NOTE 5 RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. As of August 31, 2013 and 2012, the Company owed officers $9,887 and $4,187, respectively.
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ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K, the Companys management (who acts as principal executive and financial officer) evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrants disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrants disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Companys principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures, which is identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided
20
information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
| | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Companys corporate legal counsel. |
| | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.
As of August 31, 2013, management assessed the effectiveness of the Companys internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting is not effective as of August 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of August 31, 2013, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
21
The matters involving internal controls and procedures that the Companys management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of August 31, 2013 and communicated to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors
22
will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our 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.
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our sole director serves until her successor is elected and qualified. According to our bylaws, directors may be elected by a plurality of votes. Ms. Borrie will be able to select our directors at least until such time as she disposes her majority interest in the company. Nopporn Sadmai has been appointed as a secretary without a term. The Board of Directors has no nominating or compensation committees. The Companys current Audit Committee consists of our sole officer and director, Ms. Danielle Joan Borrie.
The names, addresses, ages and positions of our present sole officer and our directors are set forth below:
Name | Age |
| Position(s) |
Danielle Joan Borrie | 23 |
| President, Treasurer, Chief Financial Officer and Chairman of the Board of Directors. |
|
|
|
|
Danielle Joan Borrie has held her offices/positions since inception of our Company and is expected to hold her offices/positions at least until
23
the next annual meeting of our stockholders. Ms. Borrie has worked the previous 5 years in retail businesses in apparel and food service, currently in event planning and promotions.
Mrs. Borrie is not director of any other reporting company.
Significant Employees
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.
Family Relations
There are no family relationships among the Directors and Officers of Infantly Available, Inc.
Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.
No executive Officer or Director of the Company is the subject of any pending legal proceedings.
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
ITEM 11. EXECUTIVE COMPENSATION
Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.
There are no current employment agreements between the Company and its executive officer. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the
event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Title of Class | Name and Address of Beneficial Owner [1] | Amount and Nature of Beneficial Owner | Percent of Class |
Common Stock | Danielle Joan Borrie 100 Adriana Louise Drive Woodbridge,Ontario Canada , L4H 1P7 | 7,122,030 | 97.1% |
| All Beneficial Owners as a Group (1 person) | 7,122,030 | 97.1% |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
As the date of this filing, Infantly Available has no permanent staff other than its sole officer and director, Mrs. Danielle Borrie, who is the President and Chairman of the Company. Mrs. Borrie is employed elsewhere and has the flexibility to work on Infantly Available up to 15 hours per week. She is prepared to devote more time to our operations as may be required. She is not being paid at present.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
For the fiscal years ended August 31, 2013 and 2012 we incurred $8,700 and $6,950 in connection with the audit of its annual financial statements and reviews of the financial statements included in the Companys Forms 10-K and 10-Qs.
During the fiscal year ended August 31, 2013, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
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PART IV
ITEM 15. EXHIBITS
3.1 | Articles of Incorporation |
|
|
3.2 | Bylaws |
|
|
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
|
|
31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
|
|
32.1 | Section 1350 Certification of Chief Executive Officer |
|
|
32.2 | Section 1350 Certification of Chief Financial Officer ** |
|
|
101.INS | XBRL Instance Document |
|
|
101.SCH | XBRL Taxonomy Extension Schema Document |
|
|
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
|
|
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
|
|
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Included in Exhibit 31.1
** Included in Exhibit 32.1
Description of Exhibits
Exhibit 3(i)
Articles of Incorporation of Infantly Available, Inc., dated June 11, 2010.
Exhibit 3(ii)
Bylaws of Infantly Available, Inc. approved and adopted on June 11, 2010.
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Infantly Available, Inc.
/s/ Danielle Joan Borrie
Danielle Joan Borrie
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
/s/ Nopporn Sadmai
Nopporn Sadmai
Secretary
Dated: November 25, 2013
27