For the fiscal year ended:    August 31, 2015

 

 

 

Commission file number:   333-179079

 

 

 

 

 

 

AMPLE-TEE, INC.

ANNUAL REPORT ON FORM 10-K

INDEX

 

 

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EXPLANATORY NOTE

The purpose of this Amendment No. 2 (this “Amendment”) to the Annual Report on Form 10-K of Ample Tee, Inc., a Nevada corporation (the “Company”), for the fiscal year ended August 31, 2015, and filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2015 (the “Original Filing”) and Amendment No. 1 to the Original Filing filed with the SEC on December 15, 2015 (“Amendment No. 1”) is to include in this Amendment restated financial statements for the fiscal year ended August 31, 2015, to replace the financial statements included in the Original Filing.  Subsequent to the filing by the Company on January 19, 2016, of a Quarterly Report on Form 10-Q, the Company noticed errors in the accounting for 29,997,796 shares of its common stock issued on September 13, 2013, and the collection of cash of those shares.  Management determined that those shares were issued for cash in September 2013, and there should not have been a subscription receivable for those shares.  As of August 31, 2015, the Company had recorded a subscription receivable of $5,350 relating to those 29,997,796 shares of common stock. 

ITEM 9A. CONTROLS AND PROCEDURES in this Amendment has been restated to specify that the controls of the Company had failed. 

For the convenience of the reader, this Amendment specifies the Original Filing in its entirety as amended by this Amendment.  Except for those revisions specified in this Explanatory Note, this Amendment does not amend or otherwise update any other information in the Original Filing or Amendment No. 1.  Accordingly, this Amendment should be read in conjunction with the Original Filing and Amendment No. 1.  As required by the provisions of Rule 12b-15 promulgated pursuant to the Securities Exchange Act of 1934, new certifications by the Company’s Principal Executive Officer and Principal Financial Officer are filed as exhibits to this Amendment.

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PART I

ITEM 1. BUSINESS

Business Development

Ample-Tee was incorporated on January 5, 2011 under the laws of the State of Nevada. Mr. Lawrence Chenard has served as President, Chief Executive Officer of our company from January 5, 2011 to October 20, 2015.

 

On October 20, 2015, J. Edward Daniels acquired from Lawrence Chenard 84,100,000 shares of our $.001 par value common stock.  The consideration provided by Mr. Daniels to Mr. Chenard is $250,000 cash.  The acquisition by Mr. Daniels of those shares resulted in a change in control.

 

General

 

We are a development stage company that intends to focus on selling hard-to find ergonomic products for the physically disabled, such as chairs, workstations, back/arm/leg/wrist supports, through our proposed online website. Ample-Tee intends to be a specialty on-line ergonomic product retailer, with our aim to provide quality products to satisfy our customers desire to work and play in a healthy environment that keeps them injury and pain-free.

 

Ample-Tee intends to focus on selling niche products that solve ergonomic health problems for the physically disabled. The physically disabled are becoming an increasing presence in the workplace and in recreational activities.  By using traditional marketing and sales techniques Ample-Tee will establish a solid base in home, small and larger business communities.  Ample-Tee will take advantage of manufacturers that include drop-shipping; Ample-Tee will have a website that has both an online store and an education section to teach people about ergonomic problems for the physically disabled.

 

The keys to success will be the Company’s ability to provide specialty products that cannot be found at “large box” retailers such as Staples, Office Max, Costco, Office Depot, Ikea and others. We want niche products that cannot be found at these stores, because we cannot compete with them on price. Additionally, we will provide excellent customer service and build an easy-to-use website that educates our customers and potential customers while selling our products effectively.

Mr. Chenard has invested $7,500 in the Company. On December 9, 2013 the Company approved a 168.2:1 forward split, which has been retroactively stated throughout. On October 20, 2015, the Company’s total issued and outstanding shares of common stock were 114,970,796.  Accordingly, Mr. Daniels, as the sole holder of 84,100,000 shares of the Company’s $.001 par value common stock, holds voting power equal to approximately 74% of the Company’s voting securities.

The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation.  We have no plans to change our business activities.

 

We have not earned any revenues to date.  Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

There is the likelihood that we may never be able to source the niche ergonomic products that the Company would need to successfully complete its plan of operation and develop and implement the Company’s retail and educational web-site. If our company is not capable of building a market for its proposed products, all funds that we spend on development will be lost.

 

Plan of Operation

During the next 12 months, Ample-Tee, Inc. intends on sourcing the products and setting up its website and begin to market and sell the Ample-Tee product ergonomic product line to home, small and large businesses and government agencies. We have not yet commenced any sales or marketing activities.

 

Our registration statement was effective on March 13, 2013. We have not yet raised enough capital to implement our Plan of Operation. Over the 12 month period after we are able to raise enough funds, our Company intends to introduce its planned products and start sales. We intend to market our services on the Internet.  We have three planned phases to our operations over twelve months.

 

The first phase of our planned operations will be to source out potential suppliers and to establish a line of products. We will secure the services of contractors to develop our logo and develop our website.  Estimated cost of logo design and development of the website is $22,500. The website will be operational within this time period. The Company anticipates the first phase of our planned operations to be completed within 90 days of this offering.

 

The second phase of our planned operations, we intend to engage a Search Engine Optimization firm that will assist us, not only identifying to successfully market our product over the internet but to ensure a high presence and to achieve a high search engine ranking.  This firm will also assist in placing pay-per-click advertising. Estimated annual cost for these services is $75,000. We expect to have the second phase completed within 180 days of this offering.

 

The third phase of our planned operations will be to launch our website and begin our sales and marketing campaign.  Estimated cost for sales and marketing campaign is $32,000.  We expect to have the third phase completed with 280 days of this offering.  With anticipate generating revenues within twelve months of this offering. Total estimate expenditures for the next twelve months will be $150,000 including expenses of issuance and distribution of $20,500.

The Company has raised $5,350 in cash to initiate its business plan through the sale of its common stock.  The amount raised from our stock offering was insufficient and we will need additional cash to continue to implement our business plan.  If we are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. At this time, we are searching for funds to implement out Plan of Operations.

If we are unable to complete any aspect of our development or marketing efforts because we don’t have enough money, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.

Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.  We will use third party web designers to build and maintain our website.

We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.

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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

We do not own any real estate or other properties. The office space is provided by the president at no charge.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

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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 has issued a total of 1,682,000,000 shares.  The Company has not paid cash dividends and has no outstanding options. On September 13, 2013 the Company issued 29,997,796 shares at $0.000178 for $5,350 in cash.  On December 9, 2013, the Company redeemed 1,597,900,000 shares.  On October 20, 2015, J. Edward Daniels acquired from Lawrence Chenard 84,100,000 shares of our $.001 par value common stock. On October 20, 2015, the Company’s total issued and outstanding shares of common stock were 114,970,796.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

This annual report contains forward looking statements relating to our Company's future economic  performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

Our auditor’s report on our August 31, 2015 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, 2015 Audited Financial Statements – Report of Independent Registered Accounting Firm.”

As of August 31, 2015, Ample-Tee had $5,427 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 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 Ample-Tee 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 Ample-Tee 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 Ample-Tee 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 Ample-Tee 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 Ample-Tee common stock would lose all of their investment.

The development and marketing of our services will initiate over the next 12 months. Ample-Tee does not anticipate obtaining any further products or services.

We did not generate any revenue during the fiscal year ended August 31, 2015.  As of the fiscal year ended August 31, 2015 we had $5,427 of cash on hand in the bank. We incurred operating expenses in the amount of $17,452 in the fiscal year ended August 31, 2015. These operating expenses were comprised of professional fees and office and general expenses.

Ample-Tee has no current plans, preliminary or otherwise, to merge with any other entity.

Off Balance Sheet Arrangements.

As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $150,000 over the next twelve months. The officer and director, J. Edward Daniels has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

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PERSONAL FINANCIAL PLANNING,

BUSINESS SERVICES & TAX PLANNING

To the Board of Directors

Ample-Tee

In our opinion , the financial statements referred to above present fairly, in all material respects , the financial position of Ample-Tee as of August 31, 2015 and 2014 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

 

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The accompanying notes are an integral part of these  financial statements.

The accompanying notes are an integral part of these financial statements.

 

The accompanying notes are an integral part of these financial statements.

The Company was incorporated in the State of Nevada as a for-profit Company on January 5, 2011 and established a fiscal year end of August 31. The Company is an ergonomic product business that focuses on selling hard-to-find ergonomic products for the physically disabled to both the local community and through an online website.  All activities of the Company to date relate to its organization, initial funding and share issuances.

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs

 

The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly, no stock-based compensation has been recorded.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

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 December 9, 2013 the authorized common shares available to be issued was increased to 200,000,000 shares of common stock.

On December 9, 2013 the Company approved a 168.2:1 forward split, which has been retroactively stated throughout.

On December 10, 2013 1,597,900,000 shares of common stock were redeemed for $10.

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.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of August 31, 2015 is as follows:

The Company did not pay any income taxes during the periods ended August 31, 2015 and 2014 and the tax returns for the years have not been filed.

The net federal operating loss carry forward will expire between 2031 and 2035.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

The Company neither owns nor leases any real or personal property.  An officer 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, 2015 and 2014, the Company owed officers $6,352 and $2,207 respectively.

Subsequent to the filing on January 19, 2016, of the Form 10-Q, the Company noticed errors in accounting for 29,997,796 shares of common stock (the “Shares”) issued on September 13, 2013 and collection of cash for these shares. Management determined that these shares were issued for cash in September 2013, and were not a subsctription receivable. As of August 31, 2015, the Company had recorded a subscription receivable of $5,350, relating to these 29,997,796 shares of common stock. The effects of the adjustments on the Company’s previously issued financial statements for the year ended August 31, 2015 are summarized as follows:

 

On October 20, 2015 the President, Lawrence Chenard, sold 84,100,000 common stocks to J. Edward Daniels thus causing a change in control.  Mr. Daniels was appointed the new President on the same day.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no additional events to disclose.

	·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our directors serve until their respective successors are elected and qualified. J. Edward Daniels has been 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 names, addresses, ages and positions of our present sole officer/director and secretary are set forth below:

 

 

Mr. Daniels has held his offices/positions since October 20, 2015 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

J. Edward Daniels Biography

Mr. Daniels is 65 years old.  Mr. Daniels obtained a Bachelor of Arts degree in Business Administration from Oakland University in Michigan in 1975.  For the last 5 years, Mr. Daniels has been a real estate investor and developer.  He is employed by Cal West Partners, which he owns.

As Mr. Daniels possesses excellent experience in business matters, including related financial knowledge, our Board of Directors has determined it is in our best interest to appoint Mr. Daniels as a member of our Board of Directors and our President.

 

Significant Employees

Mr. Daniels devotes approximately eight hours per week to company matters.  After receiving funding pursuant to our business plan Mr. Daniels intends to devote as much time as the Board of Directors deem necessary to management the affairs of the company.

Mr. Daniels  has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of securities.

Mr. Daniels has never been a director of a public company.  Moreover, Mr. Daniels has never been involved in any legal or regulatory proceedings during the last 10 years.

We intend to conduct our business through agreements with consultants and arms-length third parties.  Currently, we have no formal consulting agreements.

Family Relations

There are no family relationships among the Directors and Officers and Secretary of Ample-Tee, 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.

Ample-Tee, Inc. has made no provisions for paying cash or non-cash compensation to its sole officer and director and secretary. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows and then, the Company may enter into employment agreements with its sole officer and director and secretary.

We did not pay any salaries during 2011 up to 2015. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein.  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future.  Mr. Daniels anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company’s affairs.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

For the fiscal year ended August 31, 2015 and 2014 we incurred $15,100 and $15,106, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements included in the Company’s Forms 10-K and 10-Q’s.

During the fiscal year ended August 31, 2015, 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

 

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Signatures

Pursuant to the requirements of Section 13 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.

Ample-Tee, Inc.

J. Edward Daniels

President, Principal Executive Officer, Principal Financial Officer and Director

Date: April 5, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Ample-Tee, Inc.

 

J. Edward Daniels

President, Principal Executive Officer, Principal Financial Officer and Director

Date: April 5, 2016