U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF
SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TC
X Calibur, Inc.
(Exact Name of Registrant as specified
in its charter)
Nevada
87-0474017
(State
or other jurisdiction of
(I.R.S.
Employer I.D. No.)
incorporation)
4685 S. Highland Drive, Suite 202
Salt Lake City, Utah 84117
(Address of Principal Executive
Office)
Registrants Telephone Number, including
Area Code: (801) 278-9424
Securities registered pursuant to Section
12(b) of the Act: None.
Securities to be registered pursuant to
Section 12(g) of the Act:
|
Title of Class
|
$0.001 par value Common
Stock
|
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one)
[
]
Large
Accelerated Filer
[
]
Accelerated Filer
[
]
Non-Accelerated
Filer
[X
]
Smaller Reporting Company
(Do not check if a smaller reporting
company)
The Exhibit Index is located on page 46.
1
TABLE OF CONTENTS
Item 1. Business.
3
Item 1A. Risk Factors
.
9
Item 2. Financial Information
.
13
Item 3. Properties.
16
Item 4. Security Ownership of Certain Beneficial
Owners and Management.
16
Item 5. Directors, Executive Officers, Promoters
and Control Persons.
17
Item 6. Executive Compensation.
18
Item 7. Certain Relationships and Related
Transactions.
20
Item 8. Legal Proceedings
.
20
Item 9. Market Price of and Dividends on the
Registrants Common Equity and Related Stockholder Matters.
20
Item 10. Recent Sales of Unregistered
Securities
.
24
Item 11. Description of Registrants Securities
to be Registered
.
24
Item 12. Indemnification of Directors and
Officers
.
25
Item 13. Financial Statements and Supplementary
Data
.
27
Item 14. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.
46
Item 15. Financial Statements and
Exhibits
.
46
2
Item 1. Business.
Introduction
We (TC X Calibur, Inc. or our Company, and we,
our, us and words of similar import) were organized under the laws of the
State of Nevada on October 27, 1988, under the name Extant Investments, Inc.,
to engage in any lawful business and for the purpose of acquiring any business
or enterprise that would be beneficial to us and our stockholders.
Accordingly, we were deemed to be a blank-check company.
We had business operations during the years beginning in
1991 through 2004, and we are now a shell company as defined in Rule 12b-2 of
the Securities and Exchange Commission (the SEC) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). See the
heading Business Development below.
Business Development
The following is a summary of material organizational and
business development events since our inception:
·
Commencing on or about December 5,
1990, pursuant to a Registration Statement on Form S-18 filed with the SEC and a
Prospectus dated as of such date, we offered and sold units consisting of our
common stock and warrants that was closed on January 31, 1991.
·
On May 17, 1991, we acquired all of
the issued and outstanding shares of common stock of Sentinel Diagnostics, Inc.,
an Arizona corporation (Sentinel Diagnostics), and changed our name to
Sentinel Scientific, Inc.
·
We discontinued our business
operations in late 1992 for lack of funding.
·
On August 10, 1993, we acquired all
of the outstanding shares of common stock of A.F.C. Entertainment, Inc., a
corporation organized under The Companies Act of Barbados (AFC), which had
assets consisting primarily of a film library (the Film Library), and changed
our name to TC X Calibur, Inc.
·
On December 31, 1993, we acquired all
of the outstanding shares of common stock of Film Opticals Investments, Limited,
a corporation organized under the laws of the Province of Ontario, Canada (Film
Opticals).
·
In 1993, a wholly-owned subsidiary of
Film Opticals, Film Opticals of Canada Limited (Film Opticals of Canada),
sought court protection by filing a Notice of Intention to Make a Proposal
pursuant to Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada,
as a result of a dispute with a creditor; and a Trustee was appointed to oversee
Film Opticals of Canadas financial management in the Ontario Justice Court,
General Division, Case No. B163/94. Operations continued pending a
resolution of this dispute.
·
Film Opticals of Canadas proposal
under its Notice of Intention to Make a Proposal was ultimately accepted by the
Ontario Justice Court on April 25, 2000.
·
Effective March 21, 2001, we filed a
Certificate of Amendment to our Articles of Incorporation whereby our
outstanding shares of common stock were reverse split on a basis of 1 for 20,
while retaining our authorized shares at 50,000,000 and our par value at $0.001
per share, with appropriate adjustments being made in our additional paid in
capital and stated capital accounts, and with all fractional shares being
rounded up to the nearest whole share; no stockholder, computed on a per stock
certificate of record basis, then owning 100 or more shares, was reduced to less
than 100 shares; and no stockholder, then owning less than 100 shares, on the
per stock certificate of record basis, was affected by the reverse split; and
all fractional shares for rounding related to the reverse split were authorized
to be issued by our Board of Directors. All computations herein take into
account this recapitalization.
·
On December 28, 2004, pursuant to
resolutions adopted by our Board of Directors and approved by the holders of a
majority of our outstanding voting securities, we sold substantially all of our
assets by the conveyance of our wholly-owned subsidiary, Film Opticals (and its
subsidiary, Film Opticals of Canada), and our Film Library, to Film Opticals of
Canada 2004 Limited, a newly formed corporation organized under the Province of
Ontario, Canada (New Film Opticals), and a wholly-owned subsidiary of Berliner
Holdings, Inc. (Berliner). Berliner was wholly-owned by our then
President, Claus Voellmecke. As consideration of the purchase and sale of
these assets, Berliner agreed to cancel 500,000 shares of our
3
common
stock that it owned, and agreed, together with New Film Opticals, to assume, pay
and/or compromise all of our outstanding claims or liabilities related to Film
Opticals and our Film Library and to indemnify and hold us harmless from such
liabilities.
·
In addition to the above referenced
sale of substantially all of our assets on or about December 28, 2004, pursuant
to resolutions adopted by our Board of Directors and approved by the holders of
a majority of our outstanding voting securities, we amended our Articles of
Incorporation to change our capitalization to add a class of preferred stock,
with the rights, designations and preferences to be set by resolution of the
Board of Directors, and to include provisions that granted to our Board of
Directors, without stockholder approval, (i) the authority to effect
recapitalizations in the form of forward and reverse stock splits of our
outstanding securities that did not require amendments to our Articles of
Incorporation; and (ii) to effect name changes of our Company to a name that was
consistent with our business operations or products.
·
On September 15, 2005, certain shares
of our common stock were sold to Jenson Services, Inc. (Jenson Services),
Duane S. Jenson (the owner of Jenson Services), Travis T. Jenson and Thomas J.
Howells (all of whom may be deemed to be affiliates of Jenson Services), which
shares, when accumulated with shares of our common stock that were already owned
by these persons, represented a controlling interest in us.
·
Effective on the OTCBB on December
28, 2007, a forward split by dividend of our outstanding common stock on a basis
of 2.3943 shares for one was declared, while retaining the current par value of
our shares at $0.001 per share, with all fractional shares being rounded up to
the nearest whole share, and with appropriate adjustments in our capital
accounts. All computations herein take into account this
recapitalization.
·
On February 28, 2008, we filed
Restated Articles of Incorporation with the State of Nevada.
·
We adopted a Code of Ethics on March
16, 2006.
Material Business Development Exhibits
Copies of the following documents are filed as Exhibits
to this Registration Statement. See Item 15.
·
Restated Articles of Incorporation,
filed February 28, 2008.
·
Bylaws.
·
Certificate of Full Performance of
Proposal executed by the Trustee as accepted by the Ontario Justice Court on
April 25, 2000.
·
Definitive Proxy Statement that was
mailed to our stockholders on or about December 8, 2004, regarding the sale of
Film Opticals and its subsidiary, Film Opticals of Canada, and our Film
Library.
·
Code of Ethics adopted on March 16,
2006.
Issuers Involved in Bankruptcy Proceedings During the
Past Five Years
Except as outlined above, we have not been involved in
any bankruptcy, receivership or any similar proceeding since our inception.
Voluntary Filing of Registration Statement
We are voluntarily filing this Registration Statement so
that we can become a reporting issuer under the Securities Exchange Act of
1934, as amended (the Exchange Act). Our common stock is currently
quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority,
Inc. (FINRA) under the trading symbol TCXB. Management believes that
in the present corporate regulatory climate, being a reporting issuer will soon
become a requirement for every nationally recognized medium on which securities
of companies are publicly traded. The information required to be filed by
us with the SEC as a reporting issuer may also provide us with additional
credibility that may be advantageous in the conduct of our planned business
operations and stockholder and customer relations.
4
Additional
Information
You may read and copy any
materials that we file with the SEC at the SECs Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may also find all of the reports
or registration statements that we have previously filed electronically with the
SEC at its Internet site at
www.sec.gov
. Please call the SEC at
1-202-551-8090 for further information on this or other Public Reference Rooms.
Our SEC reports and registration statements are also available from
commercial document retrieval services, such as CCH Washington Service Bureau,
whose telephone number is 1-800-955-0219.
Business
We are currently seeking potential assets, property or
businesses to acquire, in a business combination, by reorganization, merger or
acquisition. We have had no material business operations since December
28, 2004. Our plan of operation for the next 12 months is to: (i) consider
guidelines of industries in which we may have an interest; (ii) adopt a business
plan regarding engaging in the business of any selected industry; and (iii) to
commence operations through funding and/or the acquisition or business
combination with a going concern engaged in any industry selected. We
are unable to predict the time as to when and if we may actually participate in
any specific business endeavor, and we will be unable to do so until we
determine any particular industry in which we may conduct business
operations.
We are not currently engaged in any substantive business
activity except the search for potential assets, property or businesses to
acquire, and we have no current plans to engage in any other activity in the
foreseeable future unless and until we complete any such acquisition. In
our present form, we are deemed to be a shell company seeking to acquire or
merge with a business or company. We do not intend to restrict our search
for business opportunities to any particular business or industry, and the areas
in which we will seek out business opportunities may include all lawful
businesses. We recognize that the number of suitable potential business
ventures that may be available to us will be extremely limited, and may be
restricted to businesses or entities that desire to become a publicly-held
company while avoiding what many may deem to be the adverse factors related to
an initial public offering (IPO) as a method of going public. The most
prevalent of these factors include the substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell securities on behalf of the particular entity, the lack
of or the inability to obtain the required financial statements for such an
undertaking, state limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entity, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations and federal and state agencies that implement them.
Amendments to SEC Form 8-K regarding shell companies and
transactions with shell companies require the filing of all information about an
acquired company that would have been required to have been filed had any such
company filed a Form 10 Registration Statement with the SEC, along with required
audited, interim and proforma financial statements, within four business days of
the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the
recent amendments to SEC Rule 144 adopted by the SEC that were effective on
February 15, 2008, that limit the resale of most securities of shell companies
until 12 months after the filing of such information (the Form 10
Information), may eliminate many of the perceived advantages of going public
transactions with shell companies. These types of transactions are
customarily referred to as reverse reorganizations or mergers in which the
acquired companys stockholders become the controlling stockholders in the
acquiring company and the acquiring company becomes the successor to the
business operations of the acquired company. Regulations governing shell
companies also deny the use of SEC Form S-8 for the registration of securities
and limit the use of SEC Form S-8 to a reorganized shell company until the
expiration of 60 days from when any such entity is no longer considered to be a
shell company. This prohibition could further restrict opportunities for
us to acquire companies that may already have stock option plans in place that
cover numerous employees. In such instances, there may be no exemption
from registration for the issuance of securities in any business combination to
these employees, thereby necessitating the filing of a registration statement
with the SEC to complete any such reorganization, and incurring the time and
expenses that are normally avoided by reverse reorganizations or mergers.
Recent amendments to Rule 144, adopted by the SEC and
effective on February 15, 2008, codify the SECs prior position limiting the
tradeability of certain securities of shell companies, including those issued by
us in any
5
business combination, and
further limit the tradeability of additional securities of shell companies;
these proposals will further restrict the availability of opportunities for us
to acquire any business or enterprise that desires to utilize us as a means of
going public. See the heading Rule 144 of Item 9, for a discussion
of the general requirements of Rule 144 and the limitations of Rule 144 with
respect to shell companies.
Any of these types of business combination transactions,
regardless of the particular prospect, would require us to issue a substantial
number of shares of our common stock that could amount to as much as 95% or more
of our outstanding voting securities; accordingly, investments in the private
enterprise, if available, would be much more favorable than any investment in
us.
Management intends to consider a number of factors prior
to making any decision to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to, as applicable, an analysis of the quality
of the particular business or entitys management and personnel; the anticipated
acceptability of any new products or marketing concepts that any such business
or company may have; the merits of any such business or companys technology or
intellectual property; the present financial condition, projected growth
potential and available technical, financial and managerial resources; working
capital, history of operations and future prospects; the nature of present and
expected competition; the quality and experience of any such business or
companys management services and the depth of management; the business or the
companys potential for further research, development or exploration; risk
factors specifically related to the business or companys operations; the
potential for growth, expansion and profit; the perceived public recognition or
acceptance of products, or services offered and trademarks and name
identification; and numerous other factors that are difficult, if not
impossible, to properly or accurately quantify or analyze, let alone describe or
identify, without referring to specific objective criteria of an identified
business or company.
Regardless, the results of operations of any specific
entity may not necessarily be indicative of what may occur in the future, by
reason of changing market strategies, plant or product expansion, changes in
product emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in
a research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its
products or services may yet need to be established, and with no past track
record, the profitability of any such business will be unproven and cannot be
predicted with any certainty.
Our management will attempt to meet personally with
management and key personnel of any entity providing a potential business
opportunity for us, visit and inspect material facilities, obtain independent
analysis or verification of information provided and gathered, check references
of material personnel and conduct other reasonably prudent measures calculated
to ensure a reasonably thorough review of any particular business opportunity;
however, due to time constraints of management and limited capital, these
activities may be limited.
We are unable to predict the time as to when and if we
may actually participate in any specific business endeavor or if at all.
We anticipate that proposed business ventures will be made available to us
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel and others who may present unsolicited proposals. In
certain cases, we may agree to pay a finders fee or to otherwise compensate the
persons who submit a potential business endeavor in which we eventually
participate. Such persons may include our directors, executive officers and
beneficial owners of our securities or their affiliates. In this event, such
fees may become a factor in negotiations regarding any potential venture and,
accordingly, may present a conflict of interest for such individuals.
Management does not presently intend to acquire an interest in any
business enterprise in which any member has an ownership interest.
Although we currently have no plans to do so, depending
on the nature and extent of services rendered, we may compensate members of our
management in the future for services that they may perform for us.
Because we currently have extremely limited resources, and we are unlikely
to have any significant resources until we have determined a business or
enterprise to engage in or have completed a business combination, management
expects that any such compensation would take the form of an issuance of shares
of our common stock to these persons;
6
this would have the effect of
further diluting the holdings of our other stockholders. There are
presently no preliminary agreements or understandings between us and members of
our management respecting such compensation. Any shares issued to members
of our management would be required to be resold under an effective registration
statement filed with the SEC or could not be publicly sold until 12 months after
we file the Form 10 information about the business combination with the SEC as
now required by SEC Form 8-K. These provisions could further inhibit our
ability to complete any business combination where finders or others who may be
subject to these resale limitations refuse to provide us with any introductions
or to close any such transactions unless they are paid requested fees in cash
rather than our shares or unless we agree to file a registration statement with
the SEC that includes any shares that are to be issued to them, at no cost to
them. These expenses could limit potential acquisition candidates,
especially those in need of cash resources, and could affect the number of
shares that our stockholders retain following any such transaction, by reason of
the increased expense.
Substantial fees are also often paid in connection with
the completion of all types of business combinations, ranging from a small
amount to as much as $600,000 or more. These fees are usually divided among
promoters or founders or finders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for their
agreement to retire a portion of their shares of common stock or as
consideration to them to provide an indemnification for all of our prior
liabilities. Members of management may also actively negotiate or
otherwise consent to the purchase of all or any portion of their shares of
common stock as a condition to, or in connection with, a proposed business
combination. It is not anticipated that any such opportunity will be
afforded to other stockholders or that such other stockholders will be afforded
the opportunity to approve or consent to any particular stock buy-out
transaction. In the event that any such fees are paid or shares are
purchased, these requirements may become a factor in negotiations regarding any
business combination with us and, accordingly, may also present a conflict of
interest for such individuals. We have no present arrangements or understandings
respecting any of these types of fees or opportunities. Any of these types
of fees that are paid in shares of our common stock will also be subject to the
resale limitations embodied in the recent amendments to Rule 144 that prohibit,
among other requirements, the public resale of these shares until 12 months
after the filing of the Form 10 Information with the SEC.
None of our directors, executive officers, founders or
their affiliates or associates are currently involved in any negotiations with
any representatives of the owners of any business or company regarding the
possibility of a business combination with us.
Competitive Business Conditions and Our Competitive
Position in the Industry and Methods of Competition
Management believes that there are literally thousands of
shell companies engaged in endeavors similar to those engaged in by us; many of
these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets via a reverse
reorganization or merger. There is no reasonable way to predict our
competitive position or that of any other entity in these endeavors; however,
we, having limited assets and no cash reserves, will no doubt be at a
competitive disadvantage in competing with shell companies that have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by us since December, 2004.
Dependence on One or a Few Major Customers
Our directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Need for any Governmental Approval of Principal
Products or Services
Because we currently have no business operations, produce
no products nor provide any services, we are not presently subject to any
governmental regulation in this regard. However, in the event that we
complete a business combination transaction, we will become subject to all
governmental approval requirements to which the
reorganized, merged or
acquired entity is subject or may become subject.
7
Effect of Existing or Probable Governmental
Regulations on our Business
We presently voluntarily file reports with the SEC under
Section 15(d) of the Exchange Act. Accordingly, we are not required to
file annual or quarterly reports with the SEC or proxy or information
statements; however, we have voluntarily filed such reports and proxy or
information statements for most years since the effectiveness of our S-18
Registration Statement with the SEC in 1991. Once our Registration
Statement becomes effective (60 days from filing, unless withdrawn prior to such
time) we will become a reporting issuer under the Exchange Act, and will become
subject to the following requirements:
Smaller Reporting Company
We will become subject to the reporting requirements of
Section 13 of the Exchange Act, and subject to the disclosure requirements of
Regulation S-K of the SEC, as a smaller reporting company. That
designation will relieve us of some of the informational requirements of
Regulation S-K applicable to larger companies. We presently voluntarily
file reports under Section 15 of the Exchange Act.
Sarbanes/Oxley Act
We will also become subject to the Sarbanes/Oxley Act of
2002. The Sarbanes/Oxley Act created a strong and independent accounting
oversight board to oversee the conduct of auditors of public companies and
strengthens auditor independence. It also requires steps to enhance the
direct responsibility of senior members of management for financial reporting
and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view,
possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members appointment, compensation and oversight of the work
of public companies auditors; management assessment of our internal controls;
auditor attestation to managements conclusions about internal controls
(anticipated to commence with the December 31, 2009, year end); prohibits
certain insider trading during pension fund blackout periods; requires companies
and auditors to evaluate internal controls and procedures; and establishes a
federal crime of securities fraud, among other provisions. Compliance with the
requirements of the Sarbanes/Oxley Act will substantially increase our legal and
accounting costs.
Exchange Act Reporting
Requirements
Section 14(a) of the Exchange Act requires all companies
with securities registered pursuant to Section 12(g) of the Exchange Act to
comply with the rules and regulations of the SEC regarding proxy solicitations,
as outlined in Regulation 14A. Matters submitted to stockholders at special or
annual meetings thereof or pursuant to a written consent will require us to
provide our stockholders with the information outlined in Schedules 14A or 14C
of Regulation 14; preliminary copies of this information must be submitted to
the SEC at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.
We will also be required to file Annual Reports on SEC
Form 10-K and Quarterly Reports on SEC Form 10-Q with the SEC on a regular
basis, and will be required to timely disclose certain material events (e.g.,
changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and bankruptcy)
in a Current Report on SEC Form 8-K.
Cost and Effects of Compliance with Environmental
Laws
Our current business operations are not
subject to any material environmental laws, rules or regulations that would have
an adverse material effect on our business operations or financial condition or
result in a material compliance cost; however, we will become subject to all
such governmental requirements to which the reorganized, merged or acquired
entity is subject or may become subject, on the closing of a business
combination.
8
Number of Total Employees
and Number of Full Time Employees
We have no employees.
Item 1A. Risk Factors.
In any business venture, there are substantial risks
specific to the particular enterprise which cannot be ascertained until a
potential acquisition, reorganization or merger candidate has been identified;
however, at a minimum, our present and proposed business operations will be
highly speculative and will be subject to the same types of risks inherent in
any new or unproven venture, and will include those types of risk factors
outlined below.
Extremely Limited Assets and No Source of Revenue;
Accordingly, We May Fail.
We have no assets and have had no revenue since 2004; nor
will we receive any revenue until we complete a business combination, at the
earliest. We can provide no assurance that any acquired or commenced
business will produce any material revenues for us or benefit for our
stockholders or that any such business will operate on a profitable basis.
We Are Deemed to be a Shell Company
Until We Adopt a Business Plan and Commence Principal Significant
Operations.
Our present limited business operations involve those of
a shell company. The only activities to be conducted by us include
maintaining our good standing in the State of Nevada, compliance with our
reporting requirements with the SEC and the seeking out and investigating the
potential acquisition of any viable business opportunity in a business
combination.
Discretionary Use of Proceeds; Blank Check or Shell
Company.
Because we are not currently engaged in any substantive
business activities, as well as managements broad discretion with respect to
selecting a business or industry for commencement of operations or completing a
business combination, we are deemed to be a blank check or shell company.
Although management intends to apply any proceeds we may receive through
the issuance of our common stock or debt securities to a suitable business
enterprise or combination, subject to the criteria identified in Item 1, such
proceeds will not otherwise be designated for any more specific purpose.
We can provide no assurance that any use or allocation of such proceeds
will allow us to achieve our business objectives.
We Are Not Currently Engaged in any
Substantive Business Activity, and We Have No Plans to Engage in any Such
Activity in the Foreseeable Future, Except the Search for a Business or an
Entity to Acquire that May Be Beneficial to Us and that May Benefit Our
Stockholders.
When and if we will complete a business combination is
presently unknown, and will depend upon various factors, including but not
limited to, funding and its availability; and if and when any potential
acquisition may become available to us on terms acceptable to us. No
assurance can be given that any such opportunity will be made available to us or
will be completed; and if made available or completed, will benefit us or our
stockholders.
We Will Seek Out Business Opportunities.
Management will seek out and investigate business
opportunities through every reasonably available fashion, including personal
contacts, professionals, securities broker dealers, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals; we may also advertise our availability as a vehicle to bring a
company to the public market through a reverse reorganization or merger business
combination, subject to the limitations on any such advertising that are
included in the Securities Act of 1933, as amended (the Securities Act), and
the General Rules and Regulations of the SEC promulgated thereunder.
9
Absence of Substantive
Disclosure Relating to Prospective Acquisitions.
Because we have not yet identified any industry or
potential business combination that we may engage in or acquire, potential
investors in us will have virtually no substantive information upon which to
base a decision of whether to invest in us. Potential investors would have
access to significantly more information if we had already identified a
potential acquisition or business combination, or if the acquisition or business
combination target had made an offering of its securities directly to the
public. We can provide no assurance that any investment in us will not
ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business and
Unascertainable Risks May Cause us to Fail.
We have not identified any particular industry or
business in which to concentrate our efforts. Accordingly, prospective
investors in us currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which we may acquire or
otherwise engage in. To the extent that we may acquire a business in a
high risk industry, we will become subject to those risks. Similarly, if
we acquire a financially unstable business or a business that is in the early
stages of development, we will become subject to the numerous risks to which
such businesses are subject. Although management intends to consider the
risks inherent in any industry and business in which we may become involved,
there can be no assurance that we will correctly assess such risks.
Uncertain Structure of Any Acquisition and Unknown
Dilution to Our Stockholders.
Management has had no preliminary contact or discussions
regarding, and there are no present plans, proposals or arrangements, to engage
in or acquire any specific business, assets or property in a business
combination or otherwise. Accordingly, it is unclear whether such an
acquisition or business combination would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because we have
virtually no resources as of the date of this Registration Statement, management
expects that any such acquisition or business combination would take the form of
an exchange of our capital stock that would further dilute our stockholders.
Auditors Going Concern Opinion that Expresses Doubt
About Our Ability to Continue as a Going Concern.
Our auditors who audited our consolidated financial
statements for the calendar years ended December 31, 2007, and 2006, have
expressed substantial doubt about our ability to continue as a going concern in
their report on our consolidated financial statements for the years ended
December 31, 2007, and 2006, which accompany this Registration Statement, due to
our status as a shell company and our lack of profitable operations or available
funds. See the Index to Financial Statements, Item 15.
There Are Losses Associated with Startup Companies,
and We May Fail.
We have not had a profitable operating history; and we
cannot guarantee that we will become profitable or that we will complete any
business combination of any kind or that if one is completed, that it will
become profitable.
Federal and State Restrictions on Blank
Check or Shell Companies that Will Further Limit Our Opportunities.
Federal Restrictions
Recent amendments to SEC Form 8-K by the SEC regarding
shell companies and transactions with shell companies require the filing of the
Form 10 Information about an acquired company that would have been required to
have been filed had any such company filed a Form 10 Registration Statement with
the SEC, along with required audited, interim and proforma financial statements,
within four business days of the closing of any such transaction. These new
regulations also deny the use of SEC Form S-8 for the registration of securities
of a shell company, and limit the use of SEC Form S-8 to a reorganized shell
company until the expiration of 60 days from when any such shell company is no
longer considered to be a shell company. This prohibition could further
restrict opportunities for us to acquire companies that may already have stock
option plans in place that cover numerous employees. In such
10
instances, there may be no
exemption from registration under the Securities Act for the issuance of
securities in any business combination to these employees, thereby necessitating
the filing of a registration statement with the SEC to complete any such
business combination, and incurring the time and expense normally avoided by
reverse reorganizations or mergers.
Further, recent amendments to Rule 144 adopted by the SEC
and effective on February 15, 2008, codify the SECs prior position limiting the
tradeability of certain securities of shell companies, including those issued by
shell companies in any acquisition or business combination, and further limit
the tradeability of additional securities of shell companies; these proposals
will further restrict the availability of opportunities for us to acquire any
business or enterprise that may desire to utilize us as a means of going public.
See the heading Rule 144 of Item 9 for a discussion of the general
requirements of Rule 144 and the limitations of Rule 144 with respect to shell
companies.
If we publicly offer any securities as a condition to the
closing of any acquisition or business combination while we are a blank check or
shell company, we will have to fully comply with SEC Rule 419 and deposit all
funds in escrow pending advice about the proposed transaction to our
stockholders fully disclosing all information required by Regulation 14 of the
SEC and seeking the vote and agreement of investment of those stockholders to
whom such securities were offered; if no response is received from these
stockholders within 45 days thereafter or if any stockholder elects not to
invest following our advice about the proposed transaction, all funds that must
be held in escrow by us under Rule 419, as applicable, will be promptly returned
to any such stockholder. All securities issued in any such offering will
likewise be deposited in escrow, pending satisfaction of the foregoing
conditions. This is only a brief summary of Rule 419. We do not
anticipate making any public offerings of our securities that would come within
the context of an offering described in Rule 419.
All of these laws, rules and regulations could severely
restrict us from completing an acquisition of any business combination for the
following reasons, among others:
·
The time and expense in complying
with any of the foregoing could be prohibitive and eliminate the reasons for a
reverse reorganization or merger.
·
Management or others who own or are
to receive shares that may be subject to the new resale limitations of Rule 144
may demand registration rights for these shares, and the acquisition or business
combination candidate may refuse to grant them by reason of the time, cost and
expense involved; or because the filing of any such registration statement may
be integrated with planned financing options of the acquisition or business
combination candidate that could prohibit or interfere with such options or such
registration statement.
·
Demands for cash in lieu of
securities could be too high a cost of dilution to the acquisition or business
combination candidate, especially when taking into account the dilution that
results from the shareholdings that are retained by our stockholders.
·
These costs and expenses, if agreed
upon, would no doubt further dilute our stockholders, as any acquisition or
business combination candidate may not be willing to leave as many shares with
our stockholders in any such transaction, had these issues not been present.
·
Finders and parties who may
introduce acquisition or business combination candidates to us may be unwilling
to introduce any such candidates if shares to be issued to them are not
registered for resale with the SEC, which would restrict our ability to attract
potential candidates.
·
Will limit resales of securities
issued in acquisitions or business combinations by providing a 12 month holding
period from the filing of the Form 10 information required to be filed with the
SEC within four days of the closing of any such transaction, thereby denying
acquired companies stockholders the newly proposed six month holding period
that they would be subject to if their company went public by means other than
the use of a shell company.
11
State Restrictions
Presently, a total of 34 states prohibit or substantially
restrict the registration and sale of shares of blank check or shell companies
within their borders. We intend to comply fully with all state securities
laws, and plan to take the steps necessary to ensure that any future offering of
our securities are limited to those states in which such offerings are allowed.
However, while we have no substantive business operations and are deemed
to be a blank check or shell company, these legal restrictions may have a
material adverse impact on our ability to raise capital, because potential
purchasers of our securities must be residents of states that permit the
purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of common stock within the borders of
regulating states. Section 18 of the Securities Act exempts private sales
of shares of blank check or shell companies from state registration laws, rules
and regulations if sold under SEC Rule 506.
By regulation or policy statement, some states place
various restrictions on the sale or resale of equity securities of blank check
or shell companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from manual listing registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
In most jurisdictions, blank check and shell companies
are not eligible for participation in the Small Corporate Offering Registration
(SCOR) program, which permits an issuer to notify the SEC of certain offerings
registered in such states by short form filing. All states (with the
exception of Alabama, Minnesota, Nebraska and New York) have adopted some form
of SCOR. States participating in the SCOR program also allow applications
for registration of securities by qualification via filing of a Form U-7 with
the states securities commissions. Nevertheless, while we are a blank
check or shell company, we do not anticipate making any SCOR offering or other
public offering in the foreseeable future, even in any jurisdiction where we may
be eligible for participation in SCOR.
The net effect of the above-referenced laws, rules and
regulations will be to place significant restrictions on our ability to
register, offer and sell and/or to develop a secondary market for shares of our
common stock in virtually every jurisdiction in the United States. These
restrictions should cease once and if we acquire a venture by acquisition or
business combination, so long as the business operations succeeded to involve
sufficient activities of a specific nature.
Management to Devote Insignificant Time
to Activities of Our Company, Which Will Limit Opportunities that May Be
Made Available to Us and Our Business Model May Fail.
Members of our management are not required to devote
their full time to our affairs. Because of their time commitments, as well
as the fact that we have limited business operations and funds, the members of
our management currently devote approximately one hour per week to our
activities, and will continue to do so until such time as we have identified a
suitable acquisition or business combination candidate, or have determined to
engage in a particular business or industry and have commenced such
operations.
No Established Market for Common Stock; No Market for
Shares; and Limited Ability for Resale.
Although our common stock is quoted on the OTC Bulletin
Board of FINRA under the trading symbol TCXB; there is currently no
established trading market for our shares, and there can be no assurance that
such a market will ever develop in our shares or be maintained, if one does
develop. Any market price for shares of our common stock is likely to be
very volatile, and numerous factors beyond our control may have a significant
adverse effect. In addition, the stock markets generally have experienced,
and continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These
broad market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of our common stock in any market that may
develop. Sales of restricted securities under Rule 144 may also have an
adverse effect on any market that may develop. See Item 9.
12
Our Common Stock is Penny Stock Under SEC General
Rules and Regulations, Which Means There Will be a Very Limited Trading Market
for Our Shares if Any Trading Market Ever Develops.
Our common stock is deemed to be penny stock as that
term is defined in SEC Rule 3a51-1. Penny stocks are stocks (i) with a
price of less than $5.00 per share; (ii) that are not traded on a recognized
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the
SEC require broker dealers dealing in penny stocks to provide potential
investors with a document disclosing the risks of penny stocks and to obtain a
manually signed and dated written receipt of the document before effecting any
transaction in a penny stock for the investors account. Potential investors in
our common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be penny stock.
Moreover, SEC Rule 15g-9 requires broker dealers in penny
stocks to approve the account of any investor for transactions in such stocks
before selling any penny stock to that investor. This procedure requires
the broker dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investors financial
situation, investment experience and investment objectives. Compliance
with these requirements may make it more difficult for investors in our common
stock to resell their shares to third parties or to otherwise dispose of them.
Our Shares Are Subject to Additional Rule 144 Resale
Restrictions Applicable to Shell Companies that May Make an Acquisition or
Business Combination With Us Less Suitable as a Means of Becoming a
Publicly-Held Company.
Any securities issued by us while we are a shell company
will be subject to resale limitations imposed on shell companies that limit the
resale of securities issued by shell companies until 12 months after the
cessation of a shell company status and the filing of the Form 10 Information
about the acquired company as required by Item 5.01(a)(8) of SEC Form 8-K.
Item 2. Financial Information.
Forward-looking Statements
Statements made in this Registration Statement which are
not purely historical are forward-looking statements with respect to the goals,
plan objectives, intentions, expectations, financial condition, results of
operations, future performance and our business, including, without limitation,
(i) our ability to raise capital, and (ii) statements preceded by, followed by
or that include the words may, would, could, should, expects,
projects, anticipates, believes, estimates, plans, intends,
targets or similar expressions.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond our control) that
could cause actual results to differ materially from those set forth in the
forward-looking statements, including the following: general economic or
industry conditions nationally and/or in the communities in which we may conduct
business; changes in the interest rate environment; legislation or regulatory
requirements; conditions of the securities markets; our ability to raise
capital; changes in accounting principles, policies or guidelines; financial or
political instability; acts of war or terrorism; or other economic, competitive,
governmental,
13
regulatory and technical
factors affecting our operations, products, services and prices.
Accordingly, results actually achieved may differ
materially from expected results in these statements. Forward-looking
statements speak only as of the date they are made. We do not undertake,
and specifically disclaim, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.
Plan of Operation
Our plan of operation for the next 12 months is to: (i)
consider guidelines of industries in which we may have an interest; (ii) adopt a
business plan regarding engaging in the business of any selected industry; and
(iii) to commence such operations through funding and/or the acquisition or
business combination with a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash
requirements, which may be advanced by our management or principal stockholders
as loans to us, will relate to maintaining our good standing or the payment of
expenses associated with legal, accounting and other fees related to our
compliance with the Exchange Act requirements of being a reporting issuer and
reviewing or investigating any potential acquisition or business combination
candidate. Because we have not determined any business or industry in
which our operations will be commenced, and we have not identified any
prospective acquisition or business combination candidate as of the date of this
Registration Statement, it is impossible to predict the amount of any such costs
or required advances. Any such loan will be on terms no less favorable to
us than would have been made available to us from a commercial lender in an
arms length transaction.
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Years Ended
December 31, 2007, and 2006
We have had no material business operations since
December, 2004.
During the year ended December 31, 2007, we had a net
loss of $7,905, compared with a net loss of $6,488 for the year ended December
31, 2006. The increase in net loss in 2007 was due to our efforts to
comply with new Sarbanes/ Oxley Act provisions relating to evaluating our
internal controls. Except as described above, we have received no revenues
in either of our two most recent calendar years. At December 31, 2007, we
had prepaid expenses of $1,200. See the Index to Financial Statements,
Item 13, of this Registration Statement.
Three Months Ended June 30, 2008
Compared to Three Months Ended June 30, 2007
We had no material operations during the quarterly period
ended June 30, 2008. In the quarterly period ended June 30, 2008, we had
revenues of $0, compared to the quarterly period ended June 30, 2007, with
revenues of $0. General and administrative expenses were $1,772 for the June 30,
2008, period, compared to $944 for the June 30, 2007, period. General and
administrative expenses for the three months ended June 30, 2008, were comprised
mainly of accounting and legal fees. We had a net loss of $1,772 for the June
30, 2008, period compared to a net loss of $944 for the June 30, 2007,
period.
Six Months
Ended June 30, 2008 Compared to Six Months Ended June 30, 2007
We had no material operations during the six month period
ended June 30, 2008. In the six months period ended June 30, 2008, we had
revenues of $0, compared to the six months ended June 30, 2007, with revenues of
$0. General and administrative expenses were $10,164 for the June 30, 2008,
period, compared to $4,578 for the June 30, 2007, period. General and
administrative expenses for the six month period ended June 30, 2008, were
14
comprised mainly of accounting
and legal fees. We had a net loss of $10,164 for the June 30, 2008, period,
compared to a net loss of $4,578 for the June 30, 2007, period.
Liquidity
We have no cash or cash equivalents on hand, and had none
at June 30, 2008, or December 31, 2007, or 2006; we had and currently have
$1,200 in pre-paid expenses. This pre-paid expense is a retainer deposit
for our Sarbanes/Oxley Act consulting firm on internal controls. If
additional funds are required in connection with our present planned business
operations of seeking an acquisition or business combination candidate or for
Exchange Act filings or other expenses, such funds may be advanced by management
or principal stockholders. During the quarterly period ended June 30,
2008, expenses were paid by a principal stockholder, Jenson Services, in the
amount of $6,858. The aggregate amount of expense advances by Jenson Services
through June 30, 2008, is $56,805, which is outstanding, unsecured and is due on
demand. Because we have not identified any acquisition or business combination
candidate, it is impossible to predict the amount of future required funds.
Known Trends, Events or
Uncertainties that Have or Are Reasonably Likely to Have a Material Impact on
Our Short-Term or Long-Term Liquidity
There are no known trends, events or uncertainties that
have or are reasonably likely to have a material impact on our short-term or
long-term liquidity, excluding all matters related to any acquisition or
business combination candidate that we may acquire.
Internal and External Sources of
Liquidity
During the six month period ended June 30, 2008, and the
two years ended December 31, 2007, and 2006, we had no sources of internal
liquidity.
Equity Financing
We have not conducted and do not presently have any plans
to conduct any equity offerings of our common stock. It is anticipated
that cash requirements for satisfying our reporting requirements under the
Exchange Act, maintaining our corporate standing and other expenses, like
considering potential acquisition or business combination candidates, will be
provided to us in the form of loans from Jenson Services, a principal
stockholder. There are no written agreements requiring Jenson Services to
provide these cash resources; and to the extent they are provided, such funds
will bear no interest and will be due on demand.
Debt
Financing
Except as stated in the preceding paragraph about Equity
Financings, we have not and do not presently plan to conduct any debt offerings
of our securities.
Critical Accounting
Policies
There are no critical accounting policies that are likely
to have an adverse effect on our present limited business operations, except our
reliance on loans from one of our principal stockholders, Jenson Services.
If additional funds are needed to continue our business operations and
Jenson Services is unwilling to provide these funds, and if such funds are not
otherwise made available from debt or equity financings, our business operations
could fail and we may not be able to successfully complete any acquisition or
business combination. We have no other arrangements or understandings with
anyone to provide us with any financing in the event of need.
Off-Balance
Sheet Arrangements
We have not had any off-balance sheet arrangements of any
kind.
15
Item 3. Properties.
We have no assets or property; our principal executive
office address and telephone number are the business office address and
telephone number of a principal stockholder, Jenson Services, and are currently
provided at no cost. Because we have had no business, our activities have
been limited to keeping us in good standing in the State of Nevada and timely
voluntarily filing reports with the SEC under Section 15(d) of the Exchange Act.
These activities have consumed an insignificant amount of managements time;
accordingly, the costs of providing the use of this office address and telephone
have been nominal.
Item 4. Security Ownership of Certain
Beneficial Owners and Management.
Security Ownership of Certain Beneficial
Owners
The following table sets forth the share holdings of
those persons who own more than 5% of our common stock as of the date of this
Registration Statement, based upon 5,300,164 shares being outstanding as of
September 3, 2008:
Ownership of Principal
Stockholders
|
|
|
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Owner(1)
|
Percent of Class (1)
|
Common Stock
|
Jenson Services, Inc.(2)(3)
4685 Highland Dr., Ste 202
Salt Lake City, UT 84117
|
1,548,390
|
29%
|
Common Stock
|
Duane S. Jenson(2)
156 E. Park Way
Midway UT 84049
|
427,090
|
8%
|
Common Stock
|
Travis T. Jenson(3)
9103 Jeremy Ranch Road
Park City, UT 84098
|
1,305,046
|
25%
|
Common Stock
|
Thomas J. Howells(3)
9706 South Ruskin Circle
Sandy, UT 84092
|
722,636
|
14%
|
(1)
Includes shares that any beneficial owner has the right to acquire
within 60 days, from options, warrants, rights, conversion privilege or similar
obligations.
(2)
Duane S. Jenson may be deemed beneficial owner of these shares due
to his relationship with Jenson Services. Mr. Jenson is a
director and the owner of Jenson Services.
(3)
Travis T. Jenson and Thomas J. Howells may also be deemed to be the
beneficial owners of the shares of Jenson Services. Travis T. Jenson is
the President and a director of Jenson Services; and Thomas J. Howells is the
Secretary/Treasurer and a director of Jenson Services.
Security Ownership of Management
The following table sets forth the share holdings of
management as of the date of this Registration Statement, based upon 5,300,164
shares being outstanding as of September 3, 2008:
Ownership of Management
|
|
|
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Owner(1)
|
Percent of Class (1)
|
16
|
|
|
|
Common Stock
|
Travis T. Jenson(2)
9103 Jeremy Ranch Road
Park City, UT 84098
|
2,853,436
|
54%
|
Common Stock
|
Thomas J. Howells(2)
9706 South Ruskin Circle
Sandy, UT 84092
|
2,271,026
|
42%
|
Common Stock
|
Harold T. Jenson
848 E. Hudson Ave.
Salt Lake City, UT 84106
|
0
|
0%
|
(1)
Includes shares that any beneficial owner has the right to acquire
within 60 days, from options, warrants, rights, conversion privilege or similar
obligations.
(3)
Travis T. Jenson and Thomas J. Howells may be deemed to be the
beneficial owners of the 1,548,390 shares of Jenson Services, and accordingly,
these shares are included in the beneficial ownership calculations of each of
these persons. Travis T. Jenson is the President and a director of Jenson
Services; and Thomas J. Howells is the Secretary/Treasurer and a director of
Jenson Services.
All Directors and Executive
Officers as a Group (Three Persons)
Our three directors and officers directly own 2,027,682
shares of our outstanding voting securities or approximately 38% of our
outstanding voting securities, excluding the 1,548,390 shares or approximately
29% of our outstanding voting securities that are owned by Jenson
Services.
Changes in Control
There are no present arrangements or pledges of our
securities which may result in a change in control.
Item 5. Directors, Executive Officers,
Promoters and Control Persons.
Identification of Directors and Executive
Officers
The following table sets forth the names of all of our
current directors and executive officers. These persons will serve until
the next annual meeting of our stockholders or until their successors are
elected or appointed and qualified or their prior resignation or termination.
|
|
|
|
Name
|
Positions Held
|
Date of Election or Designation
|
Date of Termination or Resignation
|
Travis T. Jenson
|
President & Director
|
09/15/05
|
*
|
Thomas J. Howells
|
Secretary, Treasurer & Director
|
09/15/05
|
*
|
Harold T. Jenson
|
Director
|
09/15/05
|
*
|
* These persons presently serve in the
capacities indicated.
Business Experience
Travis T. Jenson, President and director,
is 36 years old. Mr. Jenson graduated with honors from Westminster College
in 1995 with a B.S. degree. Since January of 1996, Mr. Jenson has
worked for Jenson Services, Inc., a Utah corporation and financial consulting
firm. Mr. Jenson has served on the board of a number of public companies and
within the last three years was the Secretary, Treasurer, CFO and director of
Autostrada Motors, Inc., a Utah corporation, until its reorganization in
October, 2006. Mr. Jenson is also the President and a director of Jenson
Services.
Harold T. Jenson, director, is 38 years old.
Mr. Jenson is a graduate of Montana State University, in Billings,
17
Montana. Mr. Jenson is
the owner/operator of HJJ Construction, LLC, a Utah limited liability
corporation, which specializes in the construction of custom homes along the
Wasatch Front and in Park City and Deer Valley, Utah.
Thomas J. Howells, Secretary/Treasurer and
a director, is 36 years of age. Mr. Howells graduated from Westminster
College of Salt Lake City, Utah, with a Bachelors degree in Business in 1994
and Master of Business Administration in 2004. Mr. Howells has been an
employee of Jenson Services, Inc. Mr. Howells has had vast experience with
publicly listed companies and within the past three years has served, or is
serving, on the board of directors of Cyclo3pss Corporation (PK: OZON).
Mr. Howells resigned as a director in August, 2007, from Energroup
Holdings Corporation (OCTBB: ENHD), a Nevada corporation. Mr. Howells is
also the Secretary/Treasurer and a director of Jenson Services.
Directorships held in other reporting issuers under
the Exchange Act
None of our current directors or executive officers is a
director of any other reporting issuer under the Exchange Act
Family Relationships
Travis T. and Harold T. Jenson are cousins. Additionally,
Travis T. Jenson is the son and Harold T. Jenson is the nephew of Duane S.
Jenson, a principal stockholder and the owner of Jenson Services, which is also
a principal stockholder of ours. Otherwise, there are no family
relationships between any of our current directors or executive officers.
Involvement in Certain Legal Proceedings
During the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of ours:
(1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either at the time of
the bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
(3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or
(4) was found by a court of competent jurisdiction (in a
civil action), the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
Item 6. Executive Compensation.
The following table sets forth the aggregate compensation
paid by us for services rendered during the periods indicated:
18
Salaries or Other Compensation
Summary Compensation
Table
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
(a)
|
Year or
Period
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock Awards*
($)
(e)
|
Option Awards
(f)
|
Non-Equity Incentive Plan Compensation
($)
(g)
|
Nonqualified Deferred Compensation
($)
(h)
|
All Other Compensation
($)
(i)
|
Total
Earnings
($)
(j)
|
Travis T. Jenson, President & Director
|
06/30/08
12/31/07
12/31/06
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
Thomas J. Howells,
Secretary/Treasurer & Director
|
06/30/08
12/31/07
12/31/06
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
Harold T. Jenson, Director
|
06/30/08
12/31/07
12/31/06
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
Outstanding Equity Awards
Outstanding Equity Awards At Fiscal
Year-End
|
|
|
|
|
|
|
|
|
|
Option Awards
|
Stock Awards
|
Name
|
Number of Securities Underlying Unexercised Options
(#) Exercisable
|
Number of Securities underlying Unexercised Options
(#) Unexercisable
|
Equity Incentive Plan Awards Number of Securities
Underlying Unexercised Unearned Options (#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not
Vested (#)
|
Market Value of Shares or Units of Stock That Have
Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned
Shares, Vested Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout
Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Travis T. Jenson
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Thomas J. Howells
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Harold T. Jenson
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
19
Compensation of Directors
Director Compensation
|
|
|
|
|
|
|
|
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
|
Option Awards ($)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All Other Compensation ($)
|
Total ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Travis T. Jenson
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Thomas J. Howells
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Harold T. Jenson
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Item 7. Certain Relationships and Related
Transactions.
Transactions with Related Persons
There were no material transactions, or series of similar
transactions, during the six month period ended June 30, 2008, or during our
last two calendar years ended December 31, 2007, or 2006, or to the date hereof,
or any currently proposed transactions, or series of similar transactions, to
which we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded the lesser of $120,000 or one percent of the average of our
total assets at year end and in which any director, executive officer or any
security holder who is known to us to own of record or beneficially more than 5%
of any class of our common stock, or any member of the immediate family of any
of the foregoing persons, had an interest.
Transactions with Founders and Control Persons
Except as indicated under the heading
Transactions with Related Persons, above, in this Item 7, there were no
material transactions involving persons in these categories.
Parents of the Issuer
We have no parents.
Item 8. Legal Proceedings.
We are not a party to any pending legal proceeding. To
the knowledge of our management, no federal, state or local governmental agency
is presently contemplating any proceeding against us. No director,
executive officer or affiliate of ours or owner of record or beneficially of
more than 5% of our common stock is a party adverse to us or has a material
interest adverse to us in any proceeding.
Item 9. Market Price of and Dividends on the
Registrants Common Equity and Related Stockholder Matters.
Market Information
There is currently no established public market for
shares of our common stock. Although our common stock is quoted on the OTC
Bulletin Board of FINRA, under the trading symbol TCXB, management does not
expect any public market to develop unless and until we complete an acquisition
business combination, at the earliest. In any event, no assurance can be
given that any market for our common stock will ever develop or be maintained.
For any market that develops for our common stock, the
sale of restricted securities pursuant to Rule 144 of the SEC by members of
our management or any other persons to whom any such securities may be issued in
the future
20
may have a substantial adverse
impact on any such public market.
The high and low
bid prices for the shares of our common stock for the quarterly periods of
December 31, 2006, and 2007, and for the quarterly periods ended June 30, 2008,
are as follows:
|
|
|
|
|
Closing Bid
|
2006
|
High
|
|
Low
|
January 3 March 31
|
.30
|
|
.22
|
April 1 June 30
|
.30
|
|
.25
|
July 1 September 30
|
.25
|
|
.25
|
October 3 December 30
|
.25
|
|
.25
|
2007
|
|
|
|
January 3 March 30
|
.30
|
|
.25
|
April 2 June 29
|
.30
|
|
.30
|
July 2 September 28
|
.30
|
|
.30
|
October 1 December 28
|
1.50
|
|
.30
|
December 31 (after 2.3943 for 1 split)
|
.25
|
|
|
2008
|
|
|
|
January 2 March 31
|
.30
|
|
.20
|
April 1 June 30
|
.20
|
|
.20
|
These prices were
obtained from the National Quotation Bureau, Inc. (the NQB) and do not
necessarily reflect actual transactions, retail markups, mark downs or
commissions.
Rule 144
The following is a summary of the current requirements of
Rule 144:
|
|
|
|
Affiliate or Person Selling on Behalf of an
Affiliate
|
Non-Affiliate (and has not been an Affiliate During
the Prior Three Months)
|
Restricted Securities of Reporting Issuers
|
During six-month holding period
no resales
under Rule 144 Permitted.
After Six-month holding period
may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
|
During six- month holding period
no
resales under Rule 144 permitted.
After six-month holding period but before one
year
unlimited public resales under Rule 144 except that the current
public information requirement still applies.
After one-year holding period
unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.
|
21
|
|
|
Restricted Securities of Non-Reporting
Issuers
|
During one-year holding period
no resales
under Rule 144 permitted.
After one-year holding period
may resell
in accordance with all Rule 144 requirements including:
·
Current public information,
·
Volume limitations,
·
Manner of sale requirements for
equity securities, and
·
Filing of Form 144.
|
During one-year holding period
no resales
under Rule 144 permitted.
After one-year holding period
unlimited
public resales under Rule 144; need not comply with any other Rule 144
requirements.
|
Shell Companies
The following is an excerpt from Rule 144(i) regarding
resales of securities of shell companies:
(i)
Unavailability to securities of
issuers with no or nominal operations and no or nominal non-cash assets
.
(1)
This section is not available for the
resale of securities initially issued by an issuer defined below:
(i)
An issuer, other than a business
combination related shell company, as defined in §230.405, or an asset-backed
issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this
chapter), that has:
(A)
No or nominal operations; and
(B)
Either:
(1)
No or nominal assets;
(2)
Assets consisting solely of cash and
cash equivalents; or
(3)
Assets consisting of any amount of
cash and cash equivalents and nominal other assets; or
(ii)
An issuer that has been at any time
previously an issuer described in paragraph (i)(1)(i).
(2)
Notwithstanding paragraph (i)(1), if
the issuer of the securities previously had been an issuer described in
paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph
(i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of
the Exchange Act; has filed all reports and other materials required to be filed
by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months (or for such shorter period that the issue was required to file such
reports and materials), other than Form 8-K reports (§249.308 of this chapter);
and has filed current Form 10 information with the SEC reflecting its status
as an entity that is no longer an issuer described in paragraph (i)(1)(i), then
those securities may be sold subject to the requirements of this section after
12 months have elapsed from the date that the issuer filed Form 10 information
with the SEC.
(3)
The term Form 10 information means
the information that is required by Form 10 or Form 20-F (§249.220f of this
chapter), as applicable to the issuer of the securities, to register under the
Exchange Act each class of securities being sold under this rule. The
issuer may provide the Form 10 information in any filing of the issuer with
the SEC. The Form 10 information is deemed filed when the initial filing
is made with the SEC.
Securities of a shell company cannot be publicly sold
under Rule 144 in the absence of compliance with this
subparagraph.
22
Section 4(1) of the Securities
Act
Since we are a shell company as defined in subparagraph
(i) of Rule 144, our shares of common stock that were issued while or after we
became a shell company cannot be publicly resold under Rule 144 until we comply
with the requirements outlined above under the heading Shell Companies.
Until those requirements have been satisfied, any resales of our shares of
common stock must be made in compliance with the provisions of the exemption
from registration under the Securities Act provided in Section 4(1) thereof,
applicable to persons other than an issuer, underwriter or a dealer.
That will require that such shares of common stock be sold in routine
trading transactions, which would include compliance with substantially all of
the requirements of Rule 144, including the availability of current public
information about us as required by subparagraph (c) (1) or (c)(2) of Rule 144,
regardless of the Rules availability; and such resales may be limited to our
non-affiliates. It has been the position of the SEC that the Section 4(1)
exemption is not available for the resale of any securities of an issuer that is
or was a shell company, by directors, executive officers, promoters or founders
or their transferees. See
NASD Regulation, Inc.
, CCH Federal
Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the
so-called Worm-Wulff Letter. The current position of the SEC that is
contained in Securities Act Release No. 33-8899, effective February 15, 2008,
and that codified the position of the SEC set forth in the Worm-Wulff Letter and
revised Rule 144 as outlined above, is that Rule 144 now defines what resales
can be made under Section 4(1) of the Securities Act, and with limited
exceptions, which are set forth in footnote 172 of that Release, shares of shell
companies must be sold in compliance with Rule 144(i) that is quoted above.
Holders
The number of record holders of our common stock as of
the date of this Registration Statement is approximately
166, excluding an undetermined number of
holders whose shares are held in broker dealer accounts or the Depository Trust
Company.
Dividends
We have not declared any cash dividends with respect to
our common stock and do not intend to declare dividends in the foreseeable
future. Our future dividend policy cannot be ascertained with any
certainty, and if and until we complete any acquisition or business combination,
no such policy will be formulated. There are no material restrictions limiting,
or that are likely to limit, our ability to pay dividends on our securities.
Securities Authorized for Issuance under Equity
Compensation Plans
|
|
|
|
Plan Category
|
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding
options, warrants and rights
|
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security
holders
|
None
|
None
|
None
|
Equity compensation plans not approved by security
holders
|
None
|
None
|
None
|
Total
|
None
|
None
|
None
|
23
Purchases of
Equity Securities by Us and Affiliated Purchasers
There were no purchases of our equity securities by us or
any affiliated purchasers during the six month period ended June 30, 2008, or
the calendar years ended December 31, 2007, and 2006.
Item 10. Recent Sales of Unregistered
Securities.
On or about February 25, 2004, pursuant to unanimous
consent of our Board of Directors, in accordance with the Nevada Revised
Statutes and our Bylaws, we took the following actions:
·
We issued Jenson Services, Leonard W.
Burningham, Esq. (Burningham) and Berliner Holdings Ltd. (Berliner) shares
of common stock that were restricted securities as payment for monies
currently owed to Jenson Services, Burningham and Berliner by us;
·
We valued the shares to be issued at
$.25 per share, USD, based upon the then current bid price of our common stock,
as then quoted on the OTCBB;
·
In order to compensate Jenson
Services for $67,272 of expenses incurred by us and settled by Jenson Services,
we issued 269,088 shares in full satisfaction and payment of that amount;
·
In order to compensate Burningham for
legal services provided to us of $9,784.08, we issued to Burningham 39,136
shares in full satisfaction and payment of that amount;
·
In order to compensate Berliner for a
note payable of $455,898, we issued to Berliner 1,823,592 shares in full
satisfaction and payment of that amount; and
·
The shares issued to Jenson Services,
Burningham and Berliner were deemed to be validly issued, fully paid and
non-assessable.
We issued all of these securities to persons who were
accredited investors as those terms are defined in Rule 501 of Regulation D of
the SEC; and each such person had prior access to all material information about
us. We believe that the offer and sale of these securities were exempt from the
registration requirements of the Securities Act, pursuant to Sections 4(2) and
4(6) thereof, and Rule 506 of Regulation D of the SEC. Registration of
sales to accredited investors are preempted from state regulation, though
states may require the filing of notices, a fee and other administrative
documentation like consents to service of process and the like.
Use of Proceeds of Registered Securities
There were no proceeds received by us from the sale of
registered securities during the six month period ended June 30, 2008, or the
calendar years ended December 31, 2007, or 2006.
Item 11. Description of Registrants
Securities to be Registered.
We are registering our common stock under this
Registration Statement.
Common Stock
We are authorized to issue 50,000,000 shares of common
stock,
$0.001 par value per share. We currently have 5,300,164
shares of common stock outstanding. The holders of our common stock are
entitled to one vote per share on each matter submitted to a vote at a meeting
of our stockholders. There are no rights to cumulative voting in the election of
directors or otherwise.
Our stockholders have no pre-emptive rights to acquire
additional shares of our common stock or other securities;
24
nor shall our stockholders be
entitled to vote cumulatively in the election of directors or for any other
purpose. Our common stock is not subject to redemption rights and carries
no subscription or conversion rights. All shares of the common stock now
outstanding are fully paid and non-assessable.
For additional information regarding our common stock,
see our Amended and Restated Certificate of Incorporation that is filed as an
Exhibit hereto and incorporated herein by reference. See Item 15.
Item 12. Indemnification of Directors and
Officers.
Nevada Law
Under the Nevada Revised Statutes and the General
Corporation Law of the State of Nevada, a corporation has the power to indemnify
any person who is made a party to any civil, criminal, administrative or
investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.
Section 78.751 of
the Nevada Revised Statutes provides that each corporation shall have the
following powers regarding indemnification:
(1) A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to
the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity such expenses as the court deems
proper.
(3) To the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
(4) Any
indemnification under subsections 1 and 2, unless ordered by a court or advanced
pursuant to subsection 5, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:
25
(a) By the
stockholders;
(b) By the
board of directors by majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding;
(c) If a
majority vote of a quorum consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal counsel, in a written
opinion; or if a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
(d) The
certificate or articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by
law.
(5) The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section:
(a) Does not
exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the certificate or articles of
incorporation
or any bylaw, agreement, vote
of stockholders of disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to subsection 2
or for the advancement of expenses made pursuant to subsection 5, may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and administrators of
such a person.
Articles of Incorporation
There are no provisions in our Restated Articles of
Incorporation that protect or indemnify our officers and directors beyond what
is permitted in the General Corporation Law of the State of Nevada.
Bylaws
Section 8.01, Article VIII of our Bylaws states the
following with regard to indemnification: Third Party Actions:
The corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys fees) judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with any such action, suit or proceeding, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of
nolo contendere
or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he or she had reasonable cause to believe that
his or her conduct was unlawful.
Section 8.02, Article VIII of our Bylaws, states the
following with regard to indemnification: Corporate Actions:
26
The corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such a person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine on application that, despite the adjudication
of liability but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Item 13. Financial Statements and
Supplementary Data.
27
TC X CALIBUR,
INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2007
TABLE OF CONTENTS
Report of Independent Registered Public Accounting
Firm
29
Consolidated Balance Sheets
30
Consolidated Statements of Operations
31
Consolidated Statements of Stockholders
Deficit
32
Consolidated Statements of Cash Flows
33
Notes to Consolidated Financial Statements
34
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Board of Directors and
Shareholders
TC X Calibur, Inc. [a
development stage company]
We have
audited the accompanying consolidated balance sheets of TC X Calibur, Inc. [a
development stage company] as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders deficit, and cash flows for
the years ended December 31, 2007 and 2006, and for the period from Reactivation
[January 1, 2005] through December 31, 2007. These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted
our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit 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 Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of TC X Calibur, Inc. [a
development stage company] as of December 31, 2007 and 2006, and the results of
its operations and cash flows for the years ended December 31, 2007 and 2006 and
for the period from Reactivation through December 31, 2007, 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 accumulated losses from operations, no assets, and a
net working capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Managements plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Mantyla McReynolds,
LLC
Mantyla McReynolds,
LLC
Salt Lake City, Utah
February 14, 2008
29
TC X CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December
31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
Expenses
|
$
|
1,200
|
|
|
$
|
|
|
Total
Assets
|
$
|
1,200
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
Accounts
Payable
|
$
|
1,382
|
|
|
$
|
|
|
Payable
to related parties
|
|
45,660
|
|
|
|
37,937
|
|
Total
Current Liabilities
|
|
47,042
|
|
|
|
37,937
|
|
Total
Liabilities
|
|
47,042
|
|
|
|
37,937
|
|
|
|
|
|
|
|
|
|
Stockholders
Equity (Deficit)
|
|
|
|
|
|
|
|
Preferred
Stock--5,000,000 shares authorized,
|
|
|
|
|
|
|
|
$.001
par value; 0 shares issued and outstanding
|
|
|
|
|
|
|
|
as
of December 31, 2007 and December 31, 2006, respectively
|
|
|
|
|
|
|
|
Common
stock--50,000,000 shares authorized,
|
|
|
|
|
|
|
|
$.001
par value; 5,300,156 and 5,300,156 shares issued
|
|
|
|
|
|
|
|
and
outstanding as of December 31, 2007 and December 31, 2006,
|
|
|
|
|
|
|
|
respectively
|
|
5,300
|
|
|
|
5,300
|
|
Additional
Paid-In Capital
|
|
609,700
|
|
|
|
609,700
|
|
Accumulated
Deficit
|
|
(613,885
|
)
|
|
|
(613,885
|
)
|
Deficit
Accumulated During Development Stage
|
|
(46,957
|
)
|
|
|
(39,052
|
)
|
Total
Stockholders Equity (Deficit)
|
|
(45,842
|
)
|
|
|
(37,937
|
)
|
Total
Liabilities and Stockholders Equity (Deficit)
|
$
|
1,200
|
|
|
$
|
|
|
See
Accompanying Notes to the Financial Statements.
30
TC X CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the
Years Ended December 31, 2007 and 2006, and for the Period from
Reactivation (January 1, 2005) through December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
|
For the
|
|
|
|
From
|
|
|
|
Year
|
|
|
|
Year
|
|
|
|
reactivation
|
|
|
|
Ended
|
|
|
|
Ended
|
|
|
|
(01/01/05)
|
|
|
|
December 31,
|
|
|
|
December 31,
|
|
|
|
through
|
|
|
|
2007
|
|
|
|
2006
|
|
|
|
12/31/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
General
and Administrative Expenses
|
|
|
7,905
|
|
|
|
|
6,488
|
|
|
|
|
46,957
|
|
Net
Income (loss) from operations before taxes
|
|
|
(7,905
|
)
|
|
|
|
(6,488
|
)
|
|
|
|
(46,957
|
)
|
Provision
for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(7,905
|
)
|
|
|
$
|
(6,488
|
)
|
|
|
$
|
(46,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) Per Share
|
|
$
|
(0.01
|
)
|
|
|
$
|
(0.01
|
)
|
|
|
$
|
(0.01
|
)
|
Weighted
Average Shares Outstanding
|
|
|
5,300,156
|
|
|
|
|
5,300,156
|
|
|
|
|
5,300,156
|
|
See
Accompanying Notes to the Financial Statements.
31
TC X
CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT
For the
Years Ended December 31, 2007 and 2006, and for the Period from
Reactivation (January 1, 2005) through December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
Net
|
|
|
|
Number
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
During
|
|
|
|
Stockholders
|
|
|
|
of
|
|
|
Common
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
Development
|
|
|
|
Equity
|
|
|
|
Shares
|
|
|
Stock
|
|
|
Capital
|
|
|
Deficit
|
|
|
|
Stage
|
|
|
|
(Deficit)
|
|
Balance,
January 1, 2005
|
|
2,213,623
|
|
|
$
|
2,214
|
|
|
$
|
612,786
|
|
|
$
|
(613,885
|
)
|
|
|
$
|
|
|
|
|
$
|
1,115
|
|
December
27, 2007 - Effect of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
forward
split - 2.3943 for 1
|
|
3,086,533
|
|
|
$
|
3,086
|
|
|
|
(3,086
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,564
|
)
|
|
|
|
(32,564
|
)
|
Balance,
December 31, 2005
|
|
5,300,156
|
|
|
$
|
5,300
|
|
|
$
|
609,700
|
|
|
$
|
(613,885
|
)
|
|
|
$
|
(32,564
|
)
|
|
|
$
|
(31,449
|
)
|
Net
loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,488
|
)
|
|
|
|
(6,488
|
)
|
Balance,
December 31, 2006
|
|
5,300,156
|
|
|
$
|
5,300
|
|
|
$
|
609,700
|
|
|
$
|
(613,885
|
)
|
|
|
$
|
(39,052
|
)
|
|
|
$
|
(37,937
|
)
|
Net
loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,905
|
)
|
|
|
|
(7,905
|
)
|
Balance,
December 31, 2007
|
|
5,300,156
|
|
|
$
|
5,300
|
|
|
$
|
609,700
|
|
|
$
|
(613,885
|
)
|
|
|
$
|
(46,957
|
)
|
|
|
$
|
(45,842
|
)
|
See
Accompanying Notes to the Financial Statements.
32
TC X CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the
Years Ended December 31, 2007 and 2006, and for the Period from
Reactivation (January 1, 2005) through December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
For the
|
|
|
From
|
|
|
|
Year
|
|
|
Year
|
|
|
reactivation
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(01/01/05)
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
through
|
|
|
|
2007
|
|
|
2006
|
|
|
12/31/07
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(7,905
|
)
|
|
$
|
(6,488
|
)
|
|
$
|
(46,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to
|
|
|
|
|
|
|
|
|
|
|
|
|
net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
Stock for Services
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Pre-Paid Expense
|
|
|
(1,200
|
)
|
|
|
|
|
|
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
1,382
|
|
|
|
|
|
|
|
955
|
|
Payables
to related parties
|
|
|
7,723
|
|
|
|
6,488
|
|
|
|
28,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash From Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Decrease in Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Cash Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Cash Balance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
Stock for Service Contracts
|
|
$
|
|
|
|
$
|
|
|
|
$
|
18,750
|
|
See
Accompanying Notes to the Financial Statements.
33
TC X
CALIBUR, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(A
Development Stage Company)
December
31, 2007
NOTE 1 ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Organization
TC X Calibur,
Inc. (the Company) was incorporated in Nevada in October, 1988, under the name
Extant Investments, Inc. In 1991, the Company merged with and changed its name
to Sentinel Scientific, Inc. From 1991 to 1993, the Company was involved with
research and development of biomedical technologies, but ceased active
operations due to lack of operating capital. In August, 1993, the Company
acquired all of the outstanding securities of A.F.C. Entertainment, Inc.
(A.F.C.), a Barbados corporation, which was involved with the foreign film
industry. In December, 1993, the Company purchased all of the shares of Film
Optical Investments Limited, a corporation organized in the Province of Ontario,
Canada (Film Opticals), in exchange for 480,000 of its common shares.
Commencing with the acquisition of Film Opticals, the Company had been engaged
in the business of providing a full range of motion picture printing services
and creative titles, credits and optical effects for features, commercials,
theatrical and television programs. The foreign film library, acquired with the
acquisition of A.F.C., remained intact, but funding constraints curtailed the
Companys ability to develop and market the films. Because of these constraints,
the board of directors elected on December 8, 2004, to sell Film Opticals. The
Company is currently considering new business opportunities for its planned
principal operations.
On March 3,
2008, we terminated our obligations under the Letter of Intent to acquire EV
Rental, LLC, a California limited liability company, previously executed on
November 2, 2007.
The financial
statements of the Company have been prepared in accordance with U. S. generally
accepted accounting principles. The consolidated financial statements of the
Company include the accounts of TC X Calibur, Inc. and its wholly-owned
subsidiary, TCX Acquisition Corp. All significant intercompany transactions have
been eliminated. The following summarizes the more significant of such policies:
(b) Cash and
Cash Equivalents
For purposes
of the statement of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. During the period ending December 31, 2007, the Company did not
have non-cash investing or financing activities.
(c) Income
Taxes
The Company
applies the provisions of Statement of Financial Accounting Standards No. 109
[the Statement],
Accounting for Income Taxes
. The Statement requires an
asset and liability approach for financial accounting and reporting for income
taxes, and the recognition of deferred tax assets and liabilities for the
temporary differences between the financial reporting basis and tax basis of the
Companys assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled.
In July 2006,
the FASB issued Interpretation No. 48 (FIN No. 48), Accounting for Uncertainty
in Income Taxes. This interpretation requires recognition and measurement of
uncertain income tax positions using a more-likely-than-not approach. FIN No.
48 is effective for fiscal years beginning after December 15, 2006. The Company
adopted FIN 48 at the beginning of fiscal year 2007, with no material impact on
its financial statements. The Company adopted the provisions of FIN 48,
Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement
No. 109 on January 1, 2007. FIN 48 requires the recognition and
measurement of uncertain tax positions taken or expected to be taken in a tax
return. See Note 3 Income Taxes for the impact of the adoption of FIN
48.
34
(d) Net Loss
Per Common Share
In accordance
with Statement of Financial Accounting Standards No. 128, Earnings per Share,
basic loss per common share is based on the weighted-average number of shares
outstanding. Diluted income or loss per share is computed using weighted average
number of common shares plus dilutive common share equivalents outstanding
during the period using the treasury stock method. There are no common stock
equivalents outstanding, thus, basic and diluted income or loss per share
calculations are the same. All per share calculations reflect the effects
of the forward stock split.
(e)
Impairment of Long-Lived Assets
The Company
reviews long-lived assets, at least annually, to determine if impairment has
occurred and whether the economic benefit of the asset (fair value for assets to
be used and fair value less disposal costs for assets to be disposed of) is
expected to be less than the carrying value. Triggering events, which signal
further analysis, consist of a significant decrease in the assets market value,
a substantial change in the use of an asset, a significant physical change in
the asset, a significant change in the legal or business climate that could
affect the asset, an accumulation of costs significantly in excess of the amount
originally expected to acquire or construct the asset, or a history of losses
that imply continued losses associated with assets used to generate revenue. The
Company has no long-lived assets as of December 31, 2007.
(f) Use of Estimates in
Preparation of Financial Statements
The
preparation of financial statements in conformity with U. S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(g) Statement
of Cash Flows
For purposes
of the statements of cash flows, the Company considers cash on deposit in the
bank to be cash. The Company had $0 cash at December 31, 2007.
(h) Property
and Equipment
Property and
equipment are stated at cost. Depreciation is provided using the straight-line
and declining balance methods over the useful lives of the related assets.
Expenditures for maintenance and repairs are charged to expense as incurred.
Depreciation expense was $0 and $0 for the years ended December 31, 2007 and
2006, respectively. The Company had no assets or equipment during the year ended
2007.
(i) Revenue Recognition
The Company recognizes
revenues in accordance with the SEC, Staff Accounting Bulletin (SAB) No. 104,
Revenue Recognition SAB 104 clarifies application of U. S. generally accepted
accounting principles to revenue transactions. Revenue is recognized as
earned.
(j) Impact of
New Accounting Standards
In September,
2006, the FASB issued SFAS 157, Fair Value Measurements. This standard defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosure about fair value
measurements. This statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007. Early adoption is encouraged.
The adoption of SFAS 157 is not expected to have a material impact on the
financial statements.
35
In September
2006, the FASB issued SFAS 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements 87, 88,
106 and 132(R) (SFAS 158). SFAS 158 requires an employer to recognize the
over-funded or under-funded status of a defined benefit postretirement plan
(other than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income. SFAS 158 also
requires the measurement of defined benefit plan assets and obligations as of
the date of the employers fiscal year-end statement of financial position (with
limited exceptions). Management does not expect the adoption of SFAS 158 to have
a material impact on the Companys financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities (SFAS 159). This
Statement provides companies with an option to report selected financial assets
and liabilities at fair value. Generally accepted accounting principles have
required different measurement attributes for different assets and liabilities
that can create artificial volatility in earnings. The Statements objective is
to reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. SFAS 159 is effective for the Company beginning January 1,
2008. The Company is currently evaluating the impact of this standard on
its financial statements.
In December
2007, the FASB issued SFAS No. 141 (revised 2007) (SFAS 141R), Business
Combinations and SFAS No. 160 (SFAS 160), Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51. SFAS 141R will change how business acquisitions are accounted for and
will impact financial statements both on the acquisition date and in subsequent
periods. SFAS 160 will change the accounting and reporting for minority
interests, which will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS 141R and SFAS 160 are effective for
the Company beginning January 1, 2009. Early adoption is not permitted. The
Company is evaluating the impact these statements will have on its financial
statements.
NOTE 2
LIQUIDITY/GOING CONCERN
The Company
has accumulated operating losses from reactivation through December 31, 2007,
amounting to $46,957, has minimal assets and no operations at December 31, 2007.
Realization of a major portion of the assets is dependent upon the Companys
ability to meet its future financing requirements and the success of future
operations. These factors raise substantial doubt about the Companys ability to
continue as a going concern. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty. Currently,
managements plans include finding a well-capitalized merger candidate to
recommence its operations.
NOTE 3
INCOME TAXES
No provision
has been made for income taxes in the financial statements because the Company
has incurred net operating losses to be carried forward and is incorporated in
the State of Nevada, which does not levy a Corporate Income Tax. The tax effects
of temporary differences that give rise to significant portions of the deferred
tax asset at December 31, 2007, are summarized below.
|
|
|
|
|
|
|
|
|
|
Deductible
|
|
|
|
|
|
Deferred Tax Asset
|
|
Amount
|
|
Rate
|
|
Tax
|
|
Net
Operating Loss Carryforward
|
|
|
|
|
|
|
|
Federal
|
|
658,798
|
|
34
|
%
|
223,991
|
|
Valuation
Allowance
|
|
|
|
|
|
(223,991
|
)
|
Deferred
Tax Asset
|
|
|
|
|
|
0
|
|
A valuation
allowance is provided when it is more likely than not that some portion of the
deferred tax asset will not be realized. Because of the lack of taxable earnings
history, the Company has established a valuation allowance for all future
deductible temporary differences. The valuation allowance has increased $2,687,
from $221,304, as of December 31, 2007.
36
The Company has the
following operating loss carry forwards available at December 31, 2007:
|
|
|
Operating Losses
|
Expires
|
|
Amount
|
2020
|
$
|
38,250
|
2021
|
|
12,382
|
2022
|
|
17,151
|
2023
|
|
14,274
|
2024
|
|
529,784
|
2025
|
|
32,564
|
2026
|
|
6,488
|
2027
|
|
7,905
|
Total
|
$
|
658,798
|
The effective tax rate for
continuing operations differs from the statutory tax rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
2007
|
|
|
|
2006
|
|
Federal
Statutory Income Tax Rate
|
|
|
|
15
|
%
|
|
|
15
|
%
|
Valuation
Allowance
|
|
|
|
(15
|
%)
|
|
|
(15
|
%)
|
Effective
income tax rate
|
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
Uncertain
Tax Positions
The Company
adopted the provisions of FIN 48 on January 1, 2007. As a result of this
adoption, the Company has evaluated its uncertain tax positions as required by
FIN 48 and determined that any required adjustments would not have a material
impact on the Companys balance sheet, income statement, or statement of cash
flows.
A
reconciliation of our unrecognized tax benefits for 2007 is presented in the
table below:
|
|
|
|
|
Balance
as of January 1, 2007
|
|
$
|
|
0.00
|
Additions
based on tax positions related to the current year
|
|
|
|
0.00
|
Reductions
for tax positions of prior years
|
|
|
|
0.00
|
Reductions
due to expiration of statute of limitations
|
|
|
|
0.00
|
Settlements
with taxing authorities
|
|
|
|
0.00
|
Balance
as of December 31, 2007
|
|
$
|
|
0.00
|
The Company
has filed income tax returns in the U.S. and Canada. All years prior to
2004 are closed by expiration of the statute of limitations. The tax year
ended December 31, 2004, will close by expiration of the statute of limitations
on April 5, 2008. The years ended December 31, 2005, 2006, and 2007, are
open for examination.
NOTE 4
RELATED PARTY TRANSACTIONS
The Company
has had expenses paid on its behalf by a stockholder in the amount of $45,660.
The Company has recorded a liability for this amount which is payable on demand,
non-interest bearing and unsecured.
37
NOTE 5 OFFICE LEASE
The Company
offices for 2007 were those of a principal stockholder, Jenson Services, Inc.,
and are provided at no cost. The stockholder incurs no incremental costs in
providing this office space to the Company.
NOTE 6
EQUITY
Effective
December 27, 2007, the Company effected a forward split by dividend of its
outstanding common stock on a basis of 2.943 for one, while retaining the
current par value of $0.001. All fractional shares were rounded up to the
nearest whole share. The Company retroactively applied the effects of the
forward split to all periods presented.
38
June 30,
2008
C O N T E N
T S
CONSOLIDATED BALANCE SHEETS
40
CONSOLIDATED STATEMENTS OF OPERATIONS
41
CONSOLIDATED STATEMENTS OF CASH FLOWS
42
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
43
39
TC X
CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
December 31, 2007
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
Expenses
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Total
Assets
|
$
|
1,200
|
|
|
$
|
1,200
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
Accounts
Payable
|
$
|
401
|
|
|
$
|
1,382
|
|
Payable
to related parties
|
|
56,805
|
|
|
|
45,660
|
|
Total
Current Liabilities
|
|
57,206
|
|
|
|
47,042
|
|
Total
Liabilities
|
|
57,206
|
|
|
|
47,042
|
|
|
|
|
|
|
|
|
|
Stockholders
Equity (Deficit)
|
|
|
|
|
|
|
|
Preferred
Stock--5,000,000 shares authorized,
|
|
|
|
|
|
|
|
$.001
par value; 0 shares issued and outstanding
|
|
|
|
|
|
|
|
Common
stock--50,000,000 shares authorized,
|
|
|
|
|
|
|
|
$.001
par value; 5,300,164 shares issued and outstanding
|
|
5,300
|
|
|
|
5,300
|
|
Additional
Paid-In Capital
|
|
609,700
|
|
|
|
609,700
|
|
Accumulated
Deficit
|
|
(613,885
|
)
|
|
|
(613,885
|
)
|
Deficit
Accumulated During Development Stage
|
|
(57,121
|
)
|
|
|
(46,957
|
)
|
Total
Stockholders Equity (Deficit)
|
|
(56,006
|
)
|
|
|
(45,842
|
)
|
Total
Liabilities and Stockholders Equity (Deficit)
|
$
|
1,200
|
|
|
$
|
1,200
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to the Financial Statements.
40
TC X CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the
Three Months and Six Months Ended June 30, 2008 and 2007 and
for the
Period from Reactivation (January 1, 2005) through June 30, 2008
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
From
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
Six Months
|
|
|
reactivation
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
(01/01/05)
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
through
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
6/30/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
General
and Administrative Expenses
|
|
|
1,772
|
|
|
|
944
|
|
|
|
10,164
|
|
|
|
4,578
|
|
|
|
57,121
|
|
Net
Income (loss) from operations before taxes
|
|
|
(1,772
|
)
|
|
|
(944
|
)
|
|
|
(10,164
|
)
|
|
|
(4,578
|
)
|
|
|
(57,121
|
)
|
Provision
for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(1,772
|
)
|
|
$
|
(944
|
)
|
|
$
|
(10,164
|
)
|
|
$
|
(4,578
|
)
|
|
$
|
(57,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) Per Share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Weighted
Average Shares Outstanding
|
|
|
5,300,164
|
|
|
|
5,300,164
|
|
|
|
5,300,164
|
|
|
|
5,300,164
|
|
|
|
5,300,164
|
|
See
Accompanying Notes to the Financial Statements.
41
TC X CALIBUR, INC.
(A
Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six
Month Periods Ended June 30, 2008 and 2007 and
for the
Period from Reactivation (January 1, 2005) through June 30, 2008
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
|
For the
|
|
|
|
From
|
|
|
|
Six Months
|
|
|
|
Six Months
|
|
|
|
reactivation
|
|
|
|
Ended
|
|
|
|
Ended
|
|
|
|
(01/01/05)
|
|
|
|
June 30,
|
|
|
|
June 30,
|
|
|
|
through
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
06/30/08
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(10,164
|
)
|
|
|
$
|
(4,578
|
)
|
|
|
$
|
(57,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
Stock for Services
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Pre-Paid Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(981
|
)
|
|
|
|
|
|
|
|
|
(26
|
)
|
Payables
to related parties
|
|
|
11,145
|
|
|
|
|
4,578
|
|
|
|
|
39,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash From Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Decrease in Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Cash Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
Cash Balance
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued
Stock for Service Contracts
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to the Financial Statements.
42
TC X
CALIBUR, INC.
(A
Development Stage Company)
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June 30,
2008
NOTE 1
BASIS OF PRESENTATION
The
accompanying financial statements have been prepared without audit, pursuant to
the rules and regulations of the SEC. The interim financial statements reflect
all adjustments, consisting of normal recurring adjustments which, in the
opinion of management, are necessary to present a fair statement of the results
for the period.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto included
in the Companys Annual Report on Form 10-KSB for the year ended December 31,
2007. The results of operations for the period ended June 30, 2008, are not
necessarily indicative of the operating results for the full year.
NOTE 2
LIQUIDITY/GOING CONCERN
The Company
does not have significant assets, nor has it established operations, and has
accumulated losses since inception. These factors raise substantial doubt about
the Companys ability to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, well-capitalized operating company.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
NOTE 3
RELATED PARTY TRANSACTIONS
The Company
had expenses paid in its behalf by a stockholder in the amount of $6,858 during
the quarter. The balance due the stockholder is $56,805 as of June 30, 2008. The
unsecured loan bears no interest and is due on demand.
NOTE 4
RECENT ACCOUNTING PRONOUNCEMENTS
In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Liabilities Including an amendment of FASB Statement No. 115 (SFAS 159).
SFAS 159 allows entities the option to measure eligible financial
instruments at fair value as of specified dates. Such election, which may be
applied on an instrument by instrument basis, is typically irrevocable once
elected. The Company elected not to measure any additional financial
assets or liabilities at fair value at the time SFAS 159 was adopted on January
1, 2008. As a result, implementation of SFAS 159 had no impact on the
Companys condensed consolidated financial statements.
In December
2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141R) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51(SFAS 160).
SFAS No. 141R requires an acquirer to measure the identifiable assets acquired,
the liabilities assumed and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 160 clarifies that a
noncontrolling interest in a subsidiary should be reported as equity in the
consolidated financial statements. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS No. 141R
and SFAS No. 160 are effective for financial statements issued for fiscal years
beginning after December 15, 2008. Early adoption is prohibited. The
Company has not yet determined the effect on its consolidated financial
statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS
161 requires enhanced disclosures about an entitys
43
derivative instruments and hedging activities including: (1) how
and why an entity uses derivative instruments; (2) how derivative instruments
and related hedged items are accounted for under SFAS 133 and its related
interpretations; and (3) how derivative instruments and related hedged items
affect an entitys financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with earlier application
encouraged. The Company has no derivative instruments so the adoption of SFAS
161 is not expected to have any impact on the Companys consolidated financial
statements and it does not intend to adopt this standard early.
In May 2008
the FASB released SFAS No 162, The Hierarchy of Generally Accepted Accounting
Principles. SFAS 162 identifies the sources of accounting principles and
the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy). FASB believes that the GAAP hierarchy
should be directed to entities because it is the entity, not its auditor,
that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and issued this Statement to achieve that result.
SFAS 162 becomes effective 60 days following the SECs approval of the
Public Accounting Oversight Board amendment to AU Section 411.
44
Item 14.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None; not applicable.
Item 15.
Financial Statements and Exhibits.
Financial
Statements
|
|
|
Sequential Page Number
|
Report of Independent
Registered Public Accounting Firm
|
29
|
Financial Statements
for the years ended December 31, 2007 and 2006
|
28
|
Consolidated
Balance Sheets
|
30
|
Consolidated
Statements of Operations
|
31
|
Consolidated
Statements of Stockholders Deficit
|
32
|
Consolidated
Statements of Cash Flows
|
33
|
Notes
to Consolidated Financial Statements
|
34
|
|
|
Unaudited Condensed
Financial Statements for the three and six months ended June 30,
2008
|
39
|
Unaudited
Consolidated Balance Sheet
|
40
|
Unaudited
Consolidated Statements of Operations
|
41
|
Unaudited
Consolidated Statements of Cash Flows
|
42
|
Notes
to Unaudited Consolidated Financial Statements
|
43
|
Description of
Exhibits
|
|
|
Exhibit
No.
|
Title of
Document
|
|
3.1
|
Restated Articles of
Incorporation filed February 28, 2008
|
|
3.2
|
Bylaws
|
|
19
|
Definitive Proxy
Statement mailed to Stockholders on or about December 8, 2004
|
|
99.1
|
Certificate of Full
Performance of Proposal executed by the Bankruptcy Trustee as accepted by
the Ontario Justice Court on April 25, 2000
|
|
99.2
|
Code of Ethics
adopted on March 16, 2006
|
|
SIGNATURES
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
TC X
CALIBUR, INC.
|
|
|
|
|
Date:
|
9/11/2008
|
|
By:
|
/s/Travis T.
Jenson
|
|
|
|
|
Travis T. Jenson,
President and Director
|
|
|
|
|
|
Date:
|
9/11/2008
|
|
By:
|
/s/Thomas J.
Howells
|
|
|
|
|
Thomas J. Howells,
Secretary, Treasurer and Director
|
45