UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
Commission File Number: 000-53473
_______________________________
POLE PERFECT STUDIOS, INC.
(Exact name of registrant as specified in its charter)
NEVADA |
| 74-3237581 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
34570 Rockcliff Place
Longwood, Florida 32779
(Address of principal executive offices, including zip code)
(407) 733-4200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value per share
Title of class |
| Name of each exchange on which registered |
Common Stock. $0.001 par value per share |
| None |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes . No X .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes X . No .
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .
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 | . (Do not check if smaller reporting company) | Smaller Reporting Company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X . No .
The Registrant had outstanding 4,351,732 shares of Common Stock par value $0.001 as of March 30, 2009
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or portions thereof) are incorporated herein by reference: registration statement and exhibits thereto filed on Form S-1 filed on March 2, 2009 are incorporated by reference within Part I and Part II herein.
2
INDEX
POLE PERFECT STUDIOS, INC.
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| PAGE NO |
PART I |
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ITEM 1 | BUSINESS | 4 |
ITEM 1A | RISK FACTORS | 5 |
ITEM 1B | UNRESOLVED STAFF COMMENTS | 6 |
ITEM 2 | PROPERTIES | 6 |
ITEM 3 | LEGAL PROCEEDINGS | 6 |
ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 6 |
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PART II |
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ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 7 |
ITEM 6 | SELECTED FINANCIAL DATA | 7 |
ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 7 |
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 8 |
ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 8 |
ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 8 |
ITEM 9A(T) | CONTROLS AND PROCEDURES | 8 |
ITEM 9B | OTHER INFORMATION | 10 |
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PART III |
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ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 10 |
ITEM 11 | EXECUTIVE COMPENSATION | 12 |
ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 12 |
ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 13 |
ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 13 |
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PART IV |
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ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 13 |
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SIGNATURES | 14 | |
3
PART I.
Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2009. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Pole Perfect” "we," "our," “PPSI” and "us" refer to Pole Perfect Studios, Inc.
Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by Pole Perfect with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by Pole Perfect with the SEC may also be obtained from Pole Perfect by directing a request to Pole Perfect Studios, Inc., Attention: Tammy Skalko,34570 Rockcliff Place, Longwood, Florida 32779.
ITEM 1 BUSINESS.
General
We are a development stage enterprise. Pole Perfect Studios, Inc. was incorporated on October 30, 2007, in the state of Nevada to enter into health and fitness industries. Pole Perfect Studios has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Pole Perfect Studios has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.
Description of Business
Our business plan is to operate a dance studio that offers a full line of services not traditionally found at health and fitness centers that will cater to both genders. Pole Perfect Studios intends to focus on branding, adding signature services and offering fitness and weight loss services that are preformed in an environment that will provide the client with a safe and supportive environment in which to work toward achieving their objectives. Pole Perfect Studios plan to use music of many genres to create a fun and relaxing atmosphere. We intend to identify the most popular types of music and will winnow or de-emphasize less popular ones. In this way, the objective on the part of management is to build an environment that appeal to the broadest cross section of potential clients. Pole Perfect Studios intends to be creative in educating clients as to the value of getting fit and losing weight. As part of branding, our services will have a local flavor creating an inviting atmosphere.
Since our inception, we have been primarily engaged in business planning activities, including researching dance studio design trends, developing our economic models and financial forecasts, performing due diligence regarding potential store front locations, investigating and analyzing income and age demographics for areas surrounding potential locations, evaluating the community’s attitude toward business and searching for providers of additional capital to finance the build-out of our first location.
Investors must be aware that we are a development stage Company that has generated no revenues from operations since our inception on October 30, 2007. We rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern. Additional capital must be obtained by us to implement our business plan and there is no assurance that financing to cover the costs of implementation of our business plan can be obtained. We do not, as of the date of this annual report, have any commitments from any provider of capital to provide the required funds.
4
Over the course of the next three to six months we plan to identify an experienced Internet service provider to develop a comprehensive internet presence. Additionally, we plan on identifying local business organizations for women, service groups, small business development companies, and governmental organizations that may be instrumental in assisting us in making our services known to potential clients.
Local advertising will be initiated when resources become available. Direct mail will be utilized to offer discounts, increase consumer awareness and augment the individual client base.
The health and fitness industry is mature and has many levels of competition. The industry in general is very fragmented, although a few large, well-capitalized companies that are both national and regional exist, most of our competition will come from dance studios and fitness centers within our local or regional market.
Most companies have two methods of promoting revenues through corporate efforts consisting mainly of local media exposure and sales and promotions through their internet websites. In addition to competing with these giants, insufficient cash flow and lack of marketing expertise may restrict our ability to succeed in the health and fitness sector. There can be no assurance that Pole Perfect Studios will ever be able to compete with any of the competitors described herein. In addition, there may be other competitors the Company is unaware of at this time that would also impede or prevent the Company’s success.
Pole Perfect has not conducted any product research and development since inception. There was no purchase or sale of any plant and or significant equipment. We have no patents, trademarks licenses, or labor contracts. We currently are not aware of any governmental approval required to conduct our business.
There is no market for our common stock and we cannot provide any guarantee or assurance market will ever develop for the common stock in the future. If such a market is not developed shareholders would not be able to sell their shares and likely lose their entire investment.
Other than Tammy Skalko and James Beshara whom are officers and directors of the Company there are no other employees. Currently they are both donating their time to the development of the Company. There is no employment agreement by and between us and Ms. Skalko or Mr. Beshara.
ITEM 1A RISK FACTORS
Factors Affecting Future Operating Results
This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.
Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.
We were incorporated on October 30, 2007 and we have not started our proposed business activities or realized any revenues. Since inception we have accumulated a loss of $55,489. We have no operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research. Failure to generate revenues will cause us to suspend or cease activities.
5
If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.
We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2009. In subsequent years, our independent registered public accounting firm will be required to opine on those internal controls and management’s assessment of those controls. In the process, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review.
We evaluated our existing controls for the year ended December 31, 2009. Our Chief Executive Officer and Chief Financial Officer identified material weaknesses in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2009. The identified material weaknesses did not result in material audit adjustments to our 2009 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.
We cannot be certain that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that our auditors will not have to report a material weakness in connection with the presentation of our financial statements.
If we fail to comply with the requirements of Section 404 or if our auditor’s report such material weakness, the accuracy and timeliness of the filing of our annual report may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.
Further, we believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.
ITEM 1B UNRESOLVED STAFF COMMENTS
None
ITEM 2 PROPERTIES.
We do not own any property; the principal offices are located 34570 Rockcliff Place, Longwood, Florida 32779.
ITEM 3 LEGAL PROCEEDINGS.
Pole Perfect is not currently a party to any legal proceedings. Pole Perfect’s agent for service of process in Nevada is: Genesis Corporate Development, LLC, 1500 Cliff Branch Drive, Henderson, NV 89014.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
6
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is not quoted on any exchange or any over the counter medium. There is no market for our common stock and there can be no guarantee that a market will ever develop in the future.
The authorized common stock of the Company consists of 70,000,000 shares with par value of $0.001. On November 5, 2007, the Company authorized the issuance of 3,754,639 shares of its $.001 par value common stock. The three founders paid $29,000 for 3,600,000 shares, or $0.00806 per share. Two unaffiliated persons acquired 154,639 shares of Common Stock in exchange for $3,000 in services rendered. This represents a price paid for their shares of $0.0194 per share. As of December 31, 2009, 4,351,732 shares were issued and outstanding. During the year ended December 31, 2008, the Company issued a total of 547,093 shares for a total cash consideration of $38,297.
We did not declare or pay dividends during the fiscal year ended December 31, 2009 and do not anticipate declaring or paying dividends in fiscal year 2010.
We had no equity compensation plan in 2009.
ITEM 6 SELECTED FINANCIAL DATA.
Summary of Financial Data
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| For Year Ended December 31, 2009 | |
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| |
Revenues |
| $ | 0 |
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Operating Expenses |
| $ | 18,493 |
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Earnings (Loss) |
| $ | (18,493) |
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Total Assets |
| $ | 15,523 |
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Liabilities |
| $ | 0 |
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Shareholders’ Equity |
| $ | 14,808 |
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of Pole Perfect Studios, Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
Critical Accounting Policies
The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2009. As of December 31, 2009, the Company has not identified any critical estimates that are used in the preparation of the financial statements9
7
Liquidity and Capital Resources. At the end of fiscal year 2009 we had $15,523 of cash on hand and available; we had no liabilities. We must secure additional funds in order to continue our business. We cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to developing our business; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds, then it would be likely that any investment made into the Company would be lost in its entirety.
Results of Operations. We have not begun operations and we have not generated any revenues. Since incorporation we have incurred a loss of $55,489.
Off-Balance Sheet Arrangements. None
Contractual Obligations. None
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements appear beginning on page F-1, immediately following the signature page of this report.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A(T) CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Management of Pole Perfect Studios, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer, Tammy Skalko. Based on her evaluation of our disclosure controls and procedures, she concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
Pole Perfect Studios, Inc. will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, Pole Perfect Studios will enhance and test our year-end financial close process. Additionally, Pole Perfect’s audit committee will increase its review of our disclosure controls and procedures. Finally, we plan to designated individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
8
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. This assessment is based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2009 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of December 31, 2009 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
·
Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
·
Representative with Financial Expertise — For the year ending December 31, 2009, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
·
Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
·
Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
·
Pole Perfect Studios will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
9
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2009 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
ITEM 9B OTHER INFORMATION.
None
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table provides the names and addresses of each person known to Pole Perfect Studios to own more than 5% of the outstanding common stock as of December 31, 2009, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title of class |
| Name and address of beneficial owner |
| Amount of beneficial ownership |
| Percent of class |
|
|
|
|
|
|
|
Common Stock |
| Tammy Skalko |
|
|
|
|
|
| 3457 Rockcliff Place |
|
|
|
|
|
| Longwood, Florida 32779 |
| 1,200,000, shares |
| 28% |
|
|
|
|
|
|
|
Common Stock |
| James Beshara |
|
|
|
|
|
| 35 Watergate |
|
|
|
|
|
| Unit 1103 |
|
|
|
|
|
| Sarasota, Florida 34236 |
| 1,200,000 shares |
| 28% |
|
|
|
|
|
|
|
Common Stock |
| Harry Stone II |
|
|
|
|
|
| 5611 Woodview Drive |
|
|
|
|
|
| Longwood, Florida 34779 |
| 1,200,000 shares |
| 28% |
|
|
|
|
|
|
|
Total Ownership |
|
|
| 3,600,000 shares |
| 84% |
The percent of class is based on 4,301,734 shares of common stock issued and outstanding as of December 31, 2009.
DIRECTOR, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Pole Perfect Studios’ executive Officer, Director and Control affiliate and their respective ages as of December 31, 2009 are as follows:
Directors:
Name of Director |
| Age |
|
|
|
Tammy Skalko |
| 36 |
|
|
|
James Beshara |
| 58 |
10
Executive Officers:
Name of Officer |
| Age |
| Office |
|
|
|
|
|
Tammy Skalko |
| 36 |
| President, Chief Financial Officer, and |
|
|
|
|
|
James Beshara |
| 58 |
| Treasurer/Secretary |
|
|
|
|
|
Harry Stone II |
| 48 |
| Affiliate |
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our executive Officers and Directors for the past five years.
Tammy Skalko, President, Member of the Board of Directors.
Tammy Skalko has spent the past few years in the field of dance as an instructor as well as performer and choreographer. She recently opened her own dance studio. Previously she was engaged in the luxury residential real estate market for eleven years. For five years she was owner/broker of two real estate companies specializing in high end homes. She graduated from Rollins College with a BS degree in Organizational Communication. Ms. Skalko currently splits her time approximately equally between her current work obligations and Pole Perfect Studios. This represents a commitment of about 15 hours per week for the Company. Ms. Skalko will be able to spend up to 15 hours per week on the development of Pole Perfect Studios, Inc. at no cost to the Company.
James Beshara, Secretary, Member if the Board of Directors.
Mr. Beshara has been a residential, commercial and industrial real estate developer since 1973 and is an entrepreneur with significant interests in a variety of enterprises. From 1982 through 2000, Mr. Beshara was Chief Executive Officer of B&B Construction & Development Company of Ohio, and has manufactured, financed and distributed products in both Taiwan and mainland China for the United States and European markets.
He also financed Alternative Construction Company, Melbourne, Florida, Solar Nights Industries, St. Louis, Missouri and Phantom Entertainment, Seattle, Washington.
Harry C. Stone II, Control Person.
Mr. Stone first was licensed by the self regulating body that was previously known as the National Association of Securities Dealers (NASD) and today is known as the Financial Industry Regulatory Authority FINRA in 1989. He has extensive experience in banking, debt and equity financing and trading. He was most recently Director of Corporate Finance with Park Financial from 2003-2007 and co-founded Thomas Anthony & Associates in 2007. Mr. Stone is a graduate of University of Central Florida with a B.S. in Finance and a concentration in Financial Services. He holds the series 7, 24, 55 and 63 licenses.
Pole Perfect Studios’ Officers and Directors has not been involved, during the past five years, in any bankruptcy proceeding, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or 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; and has not been found by a court of competent jurisdiction, the Commission or the Commodity Futures trading Commission to have violated a federal or state securities or commodities law.
Significant Employees. We do not employ any non-officers who are expected to make a significant contribution to its business.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee. We have has not established an Audit Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Audit Committee.
11
Code of Ethics. The Company’s Board of Directors has approved a Code of Ethics for management relating to financial disclosures and filings related to future reporting requirements. This document was filed as an exhibit to the S-1 registration on March 5, 2008 and can be viewed at the SEC website – www.sec.gov.
ITEM 11 EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
Summary Compensation Table
Name and principal position |
| Fiscal Year |
| Salary |
| Bonus |
| Other annual compensation |
| Restricted Stock award(s) |
| Securities underlying options/ SARs |
| LTIP payouts |
| All other compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tammy Skalko Director, President |
| 2007 2009 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Beshara Director, Secretary/Treas |
| 2007 2009 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
| 0 |
There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended December 31, 2009. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2009. No compensation is anticipated within the next six months to any officer or director of the Company.
Stock Option Grants
We did not grant any stock options to the executive officer during the most recent fiscal period ended December 31, 2009. We have also not granted any stock options to the executive officer of the Company.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides the names and addresses of each person known to Pole Perfect Studios to own more than 5% of the outstanding common stock as of December 31, 2009, and by the management of the Company.
Title of class |
| Name and address of beneficial owner |
| Amount of beneficial ownership |
| Percent of class |
|
|
|
|
|
|
|
Common Stock |
| Tammy Skalko |
| 1,200,000, shares |
| 28% |
|
| 3457 Rockcliff Place |
|
|
|
|
|
| Longwood, Florida 32779 |
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
| James Beshara |
| 1,200,000 shares |
| 28% |
|
| 35 Watergate |
|
|
|
|
|
| Unit 1103 |
|
|
|
|
|
| Sarasota, Florida 34236 |
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
| Harry Stone II |
| 1,200,000 shares |
| 28% |
|
| 5611 Woodview Drive |
|
|
|
|
|
| Longwood, Florida 34779 |
|
|
|
|
|
|
|
|
|
|
|
Total Ownership |
|
|
| 3,600,000 shares |
| 84% |
*The percent of class is based on 4,301,734 shares of common stock issued and outstanding as of December 31, 2009
12
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During Fiscal Year 2009, there were no material transactions between the Company and any Officer, Director or related party has not, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
·
The Officers and Directors;
·
Any person proposed as a nominee for election as a director;
·
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
·
Any relative or spouse of any of the foregoing persons who have the same house as such person.
Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES.
As of December 31, 2009 the Company has incurred auditing expenses of approximately $15,000. There were no other audit related services or tax fees incurred. The Company's management has performed all work pertaining to tax matters and therefore, the costs associated with this work has been immaterial.
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
The following documents have been filed as a part of this Annual Report on Form 10-K.
1.
Financial Statements
| Page |
Report of Independent Registered Public Accounting Firm | F-3 |
Balance Sheets | F-4 |
Statements of Operations | F-5 |
Statements of Stockholders' Equity | F-6 |
Statements of Cash Flows | F-7 |
Notes to Financial Statements | F-8 |
2.
Financial Statement Schedules.
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
3.
Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
EXHIBIT |
|
NUMBER | DESCRIPTION |
|
|
3.1 | Articles of Incorporation are incorporated herein by reference to Form S-1, filed on March 2, 2009. |
|
|
3.2 | By-Laws are incorporated herein by reference to Form SB-2, filed on March 2, 2009. |
|
|
31.1 | 8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER |
|
|
32.1 | 4700 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION |
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POLE PERFECT STUDIOS, INC. | |
|
|
|
| By: | /s/ Tammy Skalko |
|
| Tammy Skalko |
|
| President |
|
| Chief Executive Officer |
|
| Chief Financial Officer |
|
| Chief Accounting Officer |
|
| Director |
|
|
|
|
| Date: March 25, 2010 |
14
Pole Perfect Studios, Inc.
(A Development Stage Enterprise)
Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period from October 30, 2007 (Inception) to December 31, 2009
F-1
Pole Perfect Studios, Inc.
(A Development Stage Enterprise)
Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period from October 30, 2007 (Inception) to December 31, 2009
| Page |
Report of Independent Registered Accounting Firm | F-3 |
|
|
Balance Sheets as of December 31, 2009 and 2008 | F-4 |
|
|
Statements of Operations for the years ended December 31, 2009 and 2008 and the period of October 30, 2007 (Inception) to December 31, 2009 | F-5 |
|
|
Statement of Changes in Stockholders’ Equity cumulative from October 30, 2007 (Inception) to December 31, 2009 | F-6 |
|
|
Statements of Cash Flows for the years ended December 31, 2009 and 2008 and the period of October 30, 2007 (Inception) to December 31, 2009 | F-7 |
|
|
Notes to Financial Statements | F-8 |
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Pole Perfect Studios, Inc.
I have audited the accompanying balance sheets of Pole Perfect Studios, Inc. (a development stage company) as of December 31, 2009 and 2008 and the statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in all material respects, the financial position of Pole Perfect Studios, Inc. as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in development stage and has experienced losses from operations since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
March 30, 2010
F-3
POLE PERFECT STUDIOS, INC. | |||||||
(A Development Stage Enterprise) | |||||||
Balance Sheets | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, | ||
|
|
|
|
| 2009 |
| 2008 |
ASSETS | |||||||
|
|
|
|
|
|
|
|
Current assets |
|
|
|
| |||
|
|
|
|
|
|
|
|
| Cash | $ | 15,523 | $ | 33,301 | ||
|
|
|
|
|
|
|
|
|
| Total current assets |
| 15,523 |
| 33,301 | |
|
|
|
|
|
|
|
|
|
|
| Total assets | $ | 15,523 | $ | 33,301 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
| |||
| Accounts payable | $ | 515 | $ | - | ||
| Related party payable |
| 200 |
| - | ||
|
|
|
|
|
|
|
|
|
| Total current liabilities |
| 715 |
| - | |
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
| |||
| Preferred stock, $.001 par value; 5,000,000 shares authorized, |
|
|
|
| ||
|
| no shares issued or outstanding |
| - |
| - | |
| Common stock, $.001 par value; 75,000,000 shares authorized, |
|
|
|
| ||
|
| 4,351,732 issued and outstanding |
| 4,352 |
| 4,302 | |
| Additional paid-in capital |
| 65,945 |
| 65,995 | ||
| Deficit accumulated during the development stage |
| (55,489) |
| (36,996) | ||
|
|
|
|
|
|
|
|
|
| Total stockholders' equity |
| 14,808 |
| 33,301 | |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders' equity | $ | 15,523 | $ | 33,301 |
F-4
POLE PERFECT STUDIOS, INC. | ||||||||
(A Development Stage Enterprise) | ||||||||
Statements of Operations | ||||||||
| ||||||||
|
|
|
|
|
|
|
| For the period |
|
|
|
|
|
|
|
| October 30, 2007 |
|
|
|
| Year Ended December 31, |
| (inception) to | ||
|
|
|
| 2009 |
| 2008 |
| December 31, 2009 |
|
|
|
|
|
|
|
|
|
Revenue | $ | - | $ | - | $ | - | ||
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
| Professional fees |
| 18,451 |
| 21,875 |
| 18,451 | |
| Other general & administrative |
| 42 |
| 121 |
| 42 | |
|
|
|
|
|
|
|
|
|
|
| Total expenses |
| 18,493 |
| 21,996 |
| 18,493 |
|
|
|
|
|
|
|
|
|
Net loss | $ | (18,493) | $ | (21,996) | $ | (18,493) | ||
|
|
|
|
|
|
|
|
|
Net loss per weighted share, |
|
|
|
|
|
| ||
| basic and fully diluted | $ | (0.00) | $ | (0.01) |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
| 4,351,732 |
| 3,965,391 |
|
| ||
F-5
POLE PERFECT STUDIOS, INC. | |||||||||||
(A Development Stage Enterprise) | |||||||||||
Statement of Changes in Stockholder's Equity | |||||||||||
Cumulative from October 30, 2007 (Inception) to December 31, 2009 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deficit |
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
| Additional |
| During the |
| Total |
|
|
| Common Stock |
| Paid-in |
| Development |
| Stockholders' | ||
|
|
| Shares |
| Amount |
| Capital |
| Stage |
| Equity |
Balance, October 30, 2007 (Inception) | - | $ | - | $ | - | $ | - | $ | - | ||
| Shares issued for cash | 3,600,000 |
| 3,600 |
| 25,400 |
| - |
| 29,000 | |
| Shares issued for services | 154,639 |
| 155 |
| 2,845 |
| - |
| 3,000 | |
| Net loss, October 30, 2007 |
|
|
|
|
|
|
|
|
| |
|
| (Inception) to December 31, 2007 | - |
| - |
| - |
| (15,000) |
| (15,000) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 | 3,754,639 |
| 3,755 |
| 28,245 |
| (15,000) |
| 17,000 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for cash | 597,093 |
| 597 |
| 37,700 |
| - |
| 38,297 | |
| Net loss, year ended December 31, 2008 | - |
| - |
| - |
| (21,996) |
| (21,996) | |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 | 4,351,732 |
| 4,352 |
| 65,945 |
| (36,996) |
| 33,301 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss, year ended December 31, 2009 | - |
| - |
| - |
| (18,493) |
| (18,493) | |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 | 4,351,732 | $ | 4,352 | $ | 65,945 | $ | (55,489) | $ | 14,808 | ||
F-6
POLE PERFECT STUDIOS, INC. | |||||||||
(A Development Stage Enterprise) | |||||||||
Statements of Cash Flows | |||||||||
| |||||||||
|
|
|
|
|
|
|
|
| For the period |
|
|
|
|
|
|
|
|
| October 30, 2007 |
|
|
|
|
| Year Ended December 31, |
| (inception) to | ||
|
|
|
|
| 2009 |
| 2008 |
| December 31, 2009 |
Cash flows from operating activities |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| Net loss | $ | (18,493) | $ | (21,996) | $ | (55,489) | ||
| Adjustments to reconcile net loss to net cash |
|
|
|
|
|
| ||
|
| used in operating activities: |
|
|
|
|
|
| |
|
| Common stock issued for services |
| - |
| - |
| 3,000 | |
| Changes in operating liabilities: |
|
|
|
|
|
| ||
|
| Related party payable |
| 200 |
|
|
| 200 | |
|
| Accounts payable |
| 515 |
| - |
| 515 | |
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in operating activities |
| (17,778) |
| (21,996) |
| (51,774) |
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| Proceeds from sale of stock |
| - |
| 38,297 |
| 67,297 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by financing activities |
| - |
| 38,297 |
| 67,297 |
|
|
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash |
| (17,778) |
| 16,301 |
| 15,523 | |
|
|
|
|
|
|
| - |
|
|
|
| Cash at beginning of period |
| 33,301 |
| 17,000 |
| - | |
|
|
|
|
|
|
|
|
|
|
|
| Cash at end of period | $ | 15,523 | $ | 33,301 | $ | 15,523 | |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing |
|
|
|
|
|
| |||
| and financing activities: |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| Issuance of 154,639 shares of common stock |
|
|
|
|
|
| ||
|
| for professional and consulting services | $ | - | $ | - | $ | 3,000 | |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
| |||
| Cash paid for interest | $ | - | $ | - | $ | - | ||
|
|
|
|
|
|
|
|
|
|
| Cash paid for income taxes | $ | - | $ | - | $ | - | ||
F-7
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 1 – Nature of Business
The financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of Pole Perfect Studios, Inc., as of December 31, 2009 and 2008 and the results of its operations and cash flows for periods then ended, have been included.
Pole Perfect Studios, Inc. (“Company”) was organized October 30, 2007 under the laws of the State of Nevada for the purpose of owning and operating a chain of female centered dance and fitness studios. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC Topic 915 (formerly Statement of Financial Accounting Standard (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises), is considered a Development Stage Enterprise.
Note 2 – Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2009 or 2008.
Income taxes
The Company complies with FASB ASC Topic 740 (formerly SFAS No. 109 Accounting for Income Taxes). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
The Company adopted FASB ASC Topic 740, which provides guidance for recognizing and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in the financial statements. The adoption had no impact on the Company’s financial statements and did not result in unrecognized tax expenses being recorded. Accordingly, no corresponding interest and penalties have been accrued.
Share Based Expenses
The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the company and expenses share based costs in the period incurred.
F-8
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 2 – Significant Accounting Policies (continued)
Valuation of Investments in Securities and Securities at fair value – Definition and Hierarchy
Effective January 1, 2008, the Company adopted FASB ASC 820-10-15, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. It applies to other accounting pronouncements where the Financial Accounting Standards Board (“FASB”) requires or permits fair value measurements but does not require any new fair value measurements. The Company had adopted FASB ASC 820-10-15, which had deferred the effective date for the disclosure of fair value measurements related to nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The adoption of FASB ASC 820-10-15 did not have any material impact on the Company’s financial statements.
Valuation of Investments in Securities and Securities at fair value – Definition and Hierarchy
FASB ASC 820-10-15 defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. FASB ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date.
Level 2 – inputs that are observable in the marketplace other than those inputs classified as Level 1
Level 3 – inputs that are unobservable in the marketplace and significant to the valuation
FASB ASC 820-10-15 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.
Valuation Techniques
The Company values investment in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. At December 31, 2009 and 2008, the Company had no investments classified as securities owned on the balance sheet that were classified as Level 1 investments.
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company no material assets other than cash, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company is currently attempting to raise capital in order to initiate its business plan which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a
going concern. The Company will be dependent upon the raising of this additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
Recent Accounting Pronouncements
In October 2009, the FASB approved for issuance Emerging Issues Task Force (“EITF”) issue 08-01, Revenue Arrangements with Multiple Deliverables. This statement provides principles for allocation of consideration among its multiple-elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. The EITF introduces an estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is not
F-9
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 2 – Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adoption may be on a retrospective basis, and early application is permitted. The Company
does not expect the adoption of this statement to have a material effect on its financial statements or disclosures.
In August 2009, the FASB issued Accounting Standards Update No. 2009-05, Measuring Liabilities at Fair Value, (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.
In December 2007, the FASB issued FASB ASC 805-10-10, Business Combinations. FASB ASC 805-10-10 replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. FASB ASC 805-10-10 also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. FASB ASC 805-10-10 is effective for business combinations occurring in the fiscal years beginning on or after December 15, 2008. The adoption of FASB ASC 805-10-10 did not have a significant impact on our financial position, results of operations or cash flows.
In December 2007, FASB issued FASB ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements, an amendment of FASB ASC 810-10-10, which changes the accounting and reporting for minority interests. Minority interests will be re-characterized as noncontrolling interests and will be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. FASB ASC 810-10-65 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retroactively. The adoption of FASB ASC 810-10-65 did not have a significant impact on our consolidated financial position, results of operations or cash flows.
In March 2008, the FASB issued FASB ASC 815-10-15, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB ASC 815-10-05. This new standard requires enhanced disclosures for derivative instruments, including those used in hedging activities. FASB ASC 815-10-15 is effective for periods beginning after November 15, 2008 and interim periods within those fiscal years. The adoption of FASB ASC 815-10-15 did not have a significant impact on our financial position, results of operations or cash flows.
In April 2009, the FASB issued FASB ASC 820-10-65, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FASB ASC 820-10-65 provides guidance for determining when a transaction is not orderly and for estimating fair value in accordance with FASB ASC 820-10-05, Fair Value Measurements, when there has been a significant decrease in the volume and level of activity for an asset or liability. FASB ASC 820-10-65 does not change the measurement objective of FASB ASC 820-10-05 which is “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” FASB ASC 820-10-65 shall be effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. The adoption of FASB ASC 820-10-65 did not have a significant impact on our financial position, results of operations or cash flows.
F-10
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 2 – Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
In April 2009, the FASB issued FASB ASC 320-10-65, Recognition and Presentation of Other-Than-Temporary Impairments. FASB ASC 320-10-65 modifies the existing other-than-temporary impairment guidance to require the recognition of an other-than-temporary impairment when an entity has the intent to sell a debt security or when it is more likely than not an entity will be required to sell the debt security before its anticipated recovery. FASB ASC 320-10-65 shall be effective for interim and annual reporting periods ending after June 15, 2009. The adoption of FASB ASC 320-10-65 did not have a significant impact on our financial position, results of operations or cash flows.
In April 2009, the FASB issued FASB ASC 825-10-65, Interim Disclosures about Fair Value of Financial Instruments. FASB ASC 825-10-65 amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require fair value of financial instrument disclosures whenever a publicly traded company issues financial information in interim reporting periods in addition to the annual disclosures at year-end. The provisions of FASB ASC 825-10-65 are effective for interim periods ending after June 15, 2009. The adoption of FASB ASC 825-10-65 did not have a significant impact on our financial position, results of operations or cash flows.
In May 2009, the FASB issued FASB ASC 855-10-15, Subsequent Events. This Statement requires entities to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including estimates inherent in the process of preparing financial statements (“recognizable subsequent events”). This Statement also requires entities to disclose the date through which subsequent events have been evaluated and the nature and estimated financial effects of certain subsequent events. FASB ASC 855-10-15 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of FASB ASC 855-10-15 did not have a significant impact on our financial statements.
In June 2009, the FASB issued FASB ASC 105-10-65, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The Statement establishes the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative accounting principles recognized by the FASB in the preparation of financial statements in conformity with U.S. GAAP. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10-65 did not have a material impact on our financial statements.
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an Amendment of FASB ASC 860-10-1 (“SFAS 166”). This Statement improves the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement is effective for interim and annual reporting periods beginning after November 15, 2009, and is not expected to have a material impact on our financial statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB ASC 810-10-15 (“SFAS 167”). This statement which eliminates exceptions to consolidating qualifying special purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. This Statement clarifies, but does not significantly change, the characteristics that identify a variable interest entity. This Statement is effective for fiscal years and interim periods beginning after November 15, 2009, and is not expected to have a material impact on our financial statements
None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.
F-11
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 3 – Stockholders’ Equity
Common stock
The authorized common stock of the Company consists of 70,000,000 shares with par value of $0.001. On November 5, 2007, the Company authorized the issuance of 3,754,639 shares of its $.001 par value common stock. The three founders paid $29,000 for 3,600,000 shares, or $0.00806 per share. Two unaffiliated persons acquired 154,639 shares of Common Stock in exchange for $3,000 in services rendered. This represents a price paid for their shares of $0.0194 per share. As of December 31, 2009 and 2008, 4,351,732 shares were issued and outstanding. During the year ended December 31, 2008, the Company issued a total of 547,095 shares for a total cash consideration of $38,297. No common shares were issued during the year ended December 31, 2009.
Preferred stock
The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $.001. As of the December 31, 2009 and 2008, there are no preferred shares issued and outstanding.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC Topic 260 (formerly SFAS No. 128, Earnings Per Share). The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. As of December 31, 2008 and since inception, the Company had no dilutive potential common shares.
Note 4 – Income Taxes
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is more likely than not that a tax asset cannot be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
Income tax provision at the federal statutory rate |
| 34% |
Effect of operating losses |
| -34% |
|
| 0% |
Net deferred tax assets consist of the following:
|
| From |
|
| Inception |
Net operating loss carry forward | $ | 18,866 |
Valuation allowance |
| (18,866) |
Net deferred tax asset | $ | - |
The Company did not pay any income taxes during the years ended December 31, 2009 or 2008. The net federal operating loss carry forward will begin to expire in 2027. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
F-12
POLE PERFECT STUDIOS, INC.
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2009 and 2008 and the
Period of October 30, 2007 (Inception) to December 31, 2009
Note 5 – Related Party Transactions
The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
During the year ended December 31, 2009, the Company received $200 from a related party for payment of outstanding payables. The loan is non-interest bearing and due on demand and as such is included in current liabilities. Imputed interest has been considered but was determined to be immaterial to the financial statements as a whole and therefore no imputed interest has been recorded on the amounts due.
Note 6 – Warrants and Options
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
Note 7 – Subsequent Events
No events have occurred subsequent to the balance sheet date that would require disclosure herein.
F-13