Post by Banana Cat on Nov 22, 2011 20:55:38 GMT -5
biz.yahoo.com/e/111121/147237410-k.html
Form 10-K for ULTIMATE INDOOR FOOTBALL LEAGUE
21-Nov-2011
Annual Report
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide investors and others with information we believe is necessary to understand our financial condition, changes in financial condition, results of operations and cash flows. This MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes to Financial Statements and other information included in "Item 8. Financial Statements and Supplementary Data" in this 2010 Form 10-K.
The Company was formed to pursue a business combination with a target company yet to be identified and to provide a method for a domestic or foreign private company to become a reporting company whose securities would be qualified for trading in the United States secondary market. We were organized to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth through business combinations rather than immediate, short-term earnings.
We have no operations and no operating history. We have no revenues or earnings from operations. We have no significant assets or financial resources.
Summary of Results
During the period of this Form 10-K, August 31, 2010 - August 31, 2011, the Company was engaged in identifying and analyzing potential new business opportunities suitable for completing a business combination. These activities were undertaken by or under the supervision of officers and directors of the Company who volunteer their time to the affairs of the Company. Throughout this reporting period, the Company incurred expenses associated with audits and reviews associated with reporting requirements of the Exchange Act of 1934, as amended, and for filing of the annual report with the state of incorporation, Florida. These expenses are described in Item 14, Principal Accounting Fees and Services, herein below. Up until June 30, 2011, these expenses were paid by Driver Tools, LLC, a Utah LLC whose sole Managing Member, William D. Kyle, is also a Director of the Company. Driver Tools made an unsolicited gift of the payment of these expenses to the Company with no expectation of remuneration or compensation; the gifting of these payments is also described in the Form 10-Q filings, for the Company. After June 30, 2011, Mr. Cecil VanDyke, Director and beneficial owner of all (100%) of the Company's issued and outstanding Common Stock paid these expenses in the form of an unsolicited gift with no expectation of remuneration or compensation.
We have no operations. We have no revenues or earnings. We do not meet the test of "going concern" and our independent auditor has expressed substantial doubt about our ability to continue as a going concern due to our lack of committed funding and lack of revenue. Further, it is highly likely that we will continue to sustain expenses while endeavoring to identify a target business opportunity. Although our target business evaluation will seek to combine with a business opportunity that generates revenue, profits and immediate cash flow, there can be no assurance that if and when we identify and consummate a business combination with a target business opportunity that we will be able to generate revenue, profits or cash flow.
Looking Ahead
Our strategy continues to center on identifying a suitable target business opportunity and consummating a business combination. The analysis of potential new business opportunities, suitable for completing a business combination, will continue to be undertaken by or under the supervision of the officers and directors of the Company. In its efforts to analyze potential targets, the Company will consider the following kinds of factors, no one of which will be controlling. The Company's management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.
1.
Potential for growth, indicated by new technology, anticipated market expansion or new products.
2.
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole.
3.
Strength and diversity of management, either in place or scheduled for recruitment.
4.
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
5.
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
6.
The extent to which the business opportunity can be advanced.
7.
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
8.
Other relevant factors.
Liquidity and Capital Resources
On August 10, 2009, the Company issued 100,000 shares of its Common Stock, par value $0.001, to the Company's incorporator, Assured Equities, LLC, in exchange for $100. On June 30, 2011, Assured Equities LLC, is the sole owner of all (100%) of the Common Stock issued and outstanding by the Company, sold all 100,000 shares of the Company's Common Stock to Assured Equities IV Corporation (Form 8K incorporated herein by reference).
During the next 12 months, we anticipate incurring $5,000 (an average of approximately $415 per month) for accounting and auditing related expenses (including fees to review interim financial information), costs of filing Exchange Act reports and costs related to consummating a business combination.
At the Company's present 'quarterly burn rate' we will be out of money next quarter without additional funding. Further, we have no operating history, no revenue and lack profitable operations. This lack of operations and revenues may result in our incurring a net loss that will increase continuously until we can consummate a business combination with a profitable business opportunity.
Because of our lack of profits and possible increasing net losses and lacking operations, target business opportunities may decide to forgo a business combination with us placing further strain upon our liquidity and ability to raise capital.
To meet its future financial needs, the Company will aggressively seek to obtain capital either through loans, notes payable, through the issuance of shares of its common or preferred stock or other yet to be identified options. We have had no discussions with internal or external sources of liquidity or capital including stockholders, management or other investors regarding funding and no funding commitment has been obtained. The Company has not negotiated the terms of any capital raising activity; at the present time, the terms, conditions, amounts, price, and other details relating to potential sources of capital cannot be determined. Future capital raising activity will be substantially limited given current market conditions and will in all likelihood be restricted to existing stockholders, management or other individuals or entities.
Regardless of any terms agreed upon between the Company and any investor, the need for future capital in order for the Company to continue its plan of operations is inevitable. Current economic conditions will impact the Company's ability to raise capital. Business and consumer concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt of the United States and the nations of Europe have contributed to the volatility in the financial and economic environments.
These factors, combined with declining and failing businesses, reduced consumer confidence and increased unemployment, have caused a global economic slow-down.
Changes in national as well as global economic conditions, including changes in financial and equity markets, interest rates, and investors' perception of the economy may impede the Company's access to, or increase the cost of financing activities.
The Company will be in competition for capital with other entities that have identifiable assets, liquidity and revenue producing operations. Our financial position, having no significant assets, financial resources and no revenues, raises substantial doubt about our ability to raise capital and continue as a going concern. The lack of a market for our common equity securities precludes us from raising capital in the equity markets until shares of our common stock are registered pursuant to or exempt from registration under the Securities Act.
Further, other applicable federal or state securities laws or regulations may also preclude us from successfully raising capital and improving our financial position. Target firms that might consider a merger or acquisition with us, to gain the advantages and perceived benefits of becoming a public corporation, may decide to forgo such a business combination with us because of our lack of operations and access to affordable capital. Our financial position and current economic volatility may prevent us from identifying and pursuing a business combination with a target company seeking these benefits and funding sources, such as our shareholders, management or others, may decide to defer loans or investments to the Company.
The financial statements contained in this interim report have been prepared assuming that the Company will continue as a going concern; however, the Company has not engaged in any operations that have produced revenue and, as a result, the possibility exists that the Company will not be able to continue as a going concern. Nevertheless, management believes that sufficient funding is available to meet the Company's needs during the next twelve months. The financial statements included in this interim report do not include any adjustments that might result from an unfavorable outcome of this uncertainty.
The Company has no material commitments for capital expenditures as of August 31, 2011, the latest fiscal period. The Company has no requirement for funds to fulfill such commitments.
Results of Operations
During the twelve-month period ending August 31, 2011 the Company had no operations, generated no revenue, generated no cash flow and had professional services fees and other expenses of $5,150. The Company does not currently engage in any business activity that provides or produces revenues or cash flow.
The Company has no employees; our officers and directors volunteer their time to the Company.
During this reporting period (August 31, 2010 - August 31, 2011), management's efforts were devoted to identifying and pursuing a possible business combination with a target business opportunity. As of this date, the company has not identified a target business opportunity and has not issued nor entered into a letter of intent concerning any target business opportunity.
Off-balance Sheet Arrangements
The Company has not been involved in any transaction, agreement or other contractual arrangement (off balance sheet arrangement) and it is not anticipated that the Company will enter into an off balance sheet arrangement.
The Company has not undergone any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business.
Tabular Disclosure of Contractual Obligations
The Company has no contractual obligations.
Contractual obligations Payments due by period
Total Less than 1-3 years 3-5 years More than 5
1 year years
Long-Term Debt Obligations $0 $0 $0 $0
Capital Lease Obligations $0 $0 $0 $0
Operating Lease Obligations $0 $0 $0 $0
Purchase Obligations $0 $0 $0 $0
Other Long-Term Liabilities Reflected on $0 $0 $0 $0
the Registrant's Balance Sheet under GAAP
Total $0 $0 $0 $0
Short Term Debt
The Company has no short-term debt.
Long Term Debt
The Company has no long-term debt.
21-Nov-2011
Annual Report
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide investors and others with information we believe is necessary to understand our financial condition, changes in financial condition, results of operations and cash flows. This MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes to Financial Statements and other information included in "Item 8. Financial Statements and Supplementary Data" in this 2010 Form 10-K.
The Company was formed to pursue a business combination with a target company yet to be identified and to provide a method for a domestic or foreign private company to become a reporting company whose securities would be qualified for trading in the United States secondary market. We were organized to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market such as the New York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the American Stock Exchange (AMEX), and the OTC Bulletin Board, and, as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth through business combinations rather than immediate, short-term earnings.
We have no operations and no operating history. We have no revenues or earnings from operations. We have no significant assets or financial resources.
Summary of Results
During the period of this Form 10-K, August 31, 2010 - August 31, 2011, the Company was engaged in identifying and analyzing potential new business opportunities suitable for completing a business combination. These activities were undertaken by or under the supervision of officers and directors of the Company who volunteer their time to the affairs of the Company. Throughout this reporting period, the Company incurred expenses associated with audits and reviews associated with reporting requirements of the Exchange Act of 1934, as amended, and for filing of the annual report with the state of incorporation, Florida. These expenses are described in Item 14, Principal Accounting Fees and Services, herein below. Up until June 30, 2011, these expenses were paid by Driver Tools, LLC, a Utah LLC whose sole Managing Member, William D. Kyle, is also a Director of the Company. Driver Tools made an unsolicited gift of the payment of these expenses to the Company with no expectation of remuneration or compensation; the gifting of these payments is also described in the Form 10-Q filings, for the Company. After June 30, 2011, Mr. Cecil VanDyke, Director and beneficial owner of all (100%) of the Company's issued and outstanding Common Stock paid these expenses in the form of an unsolicited gift with no expectation of remuneration or compensation.
We have no operations. We have no revenues or earnings. We do not meet the test of "going concern" and our independent auditor has expressed substantial doubt about our ability to continue as a going concern due to our lack of committed funding and lack of revenue. Further, it is highly likely that we will continue to sustain expenses while endeavoring to identify a target business opportunity. Although our target business evaluation will seek to combine with a business opportunity that generates revenue, profits and immediate cash flow, there can be no assurance that if and when we identify and consummate a business combination with a target business opportunity that we will be able to generate revenue, profits or cash flow.
Looking Ahead
Our strategy continues to center on identifying a suitable target business opportunity and consummating a business combination. The analysis of potential new business opportunities, suitable for completing a business combination, will continue to be undertaken by or under the supervision of the officers and directors of the Company. In its efforts to analyze potential targets, the Company will consider the following kinds of factors, no one of which will be controlling. The Company's management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.
1.
Potential for growth, indicated by new technology, anticipated market expansion or new products.
2.
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole.
3.
Strength and diversity of management, either in place or scheduled for recruitment.
4.
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
5.
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
6.
The extent to which the business opportunity can be advanced.
7.
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
8.
Other relevant factors.
Liquidity and Capital Resources
On August 10, 2009, the Company issued 100,000 shares of its Common Stock, par value $0.001, to the Company's incorporator, Assured Equities, LLC, in exchange for $100. On June 30, 2011, Assured Equities LLC, is the sole owner of all (100%) of the Common Stock issued and outstanding by the Company, sold all 100,000 shares of the Company's Common Stock to Assured Equities IV Corporation (Form 8K incorporated herein by reference).
During the next 12 months, we anticipate incurring $5,000 (an average of approximately $415 per month) for accounting and auditing related expenses (including fees to review interim financial information), costs of filing Exchange Act reports and costs related to consummating a business combination.
At the Company's present 'quarterly burn rate' we will be out of money next quarter without additional funding. Further, we have no operating history, no revenue and lack profitable operations. This lack of operations and revenues may result in our incurring a net loss that will increase continuously until we can consummate a business combination with a profitable business opportunity.
Because of our lack of profits and possible increasing net losses and lacking operations, target business opportunities may decide to forgo a business combination with us placing further strain upon our liquidity and ability to raise capital.
To meet its future financial needs, the Company will aggressively seek to obtain capital either through loans, notes payable, through the issuance of shares of its common or preferred stock or other yet to be identified options. We have had no discussions with internal or external sources of liquidity or capital including stockholders, management or other investors regarding funding and no funding commitment has been obtained. The Company has not negotiated the terms of any capital raising activity; at the present time, the terms, conditions, amounts, price, and other details relating to potential sources of capital cannot be determined. Future capital raising activity will be substantially limited given current market conditions and will in all likelihood be restricted to existing stockholders, management or other individuals or entities.
Regardless of any terms agreed upon between the Company and any investor, the need for future capital in order for the Company to continue its plan of operations is inevitable. Current economic conditions will impact the Company's ability to raise capital. Business and consumer concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt of the United States and the nations of Europe have contributed to the volatility in the financial and economic environments.
These factors, combined with declining and failing businesses, reduced consumer confidence and increased unemployment, have caused a global economic slow-down.
Changes in national as well as global economic conditions, including changes in financial and equity markets, interest rates, and investors' perception of the economy may impede the Company's access to, or increase the cost of financing activities.
The Company will be in competition for capital with other entities that have identifiable assets, liquidity and revenue producing operations. Our financial position, having no significant assets, financial resources and no revenues, raises substantial doubt about our ability to raise capital and continue as a going concern. The lack of a market for our common equity securities precludes us from raising capital in the equity markets until shares of our common stock are registered pursuant to or exempt from registration under the Securities Act.
Further, other applicable federal or state securities laws or regulations may also preclude us from successfully raising capital and improving our financial position. Target firms that might consider a merger or acquisition with us, to gain the advantages and perceived benefits of becoming a public corporation, may decide to forgo such a business combination with us because of our lack of operations and access to affordable capital. Our financial position and current economic volatility may prevent us from identifying and pursuing a business combination with a target company seeking these benefits and funding sources, such as our shareholders, management or others, may decide to defer loans or investments to the Company.
The financial statements contained in this interim report have been prepared assuming that the Company will continue as a going concern; however, the Company has not engaged in any operations that have produced revenue and, as a result, the possibility exists that the Company will not be able to continue as a going concern. Nevertheless, management believes that sufficient funding is available to meet the Company's needs during the next twelve months. The financial statements included in this interim report do not include any adjustments that might result from an unfavorable outcome of this uncertainty.
The Company has no material commitments for capital expenditures as of August 31, 2011, the latest fiscal period. The Company has no requirement for funds to fulfill such commitments.
Results of Operations
During the twelve-month period ending August 31, 2011 the Company had no operations, generated no revenue, generated no cash flow and had professional services fees and other expenses of $5,150. The Company does not currently engage in any business activity that provides or produces revenues or cash flow.
The Company has no employees; our officers and directors volunteer their time to the Company.
During this reporting period (August 31, 2010 - August 31, 2011), management's efforts were devoted to identifying and pursuing a possible business combination with a target business opportunity. As of this date, the company has not identified a target business opportunity and has not issued nor entered into a letter of intent concerning any target business opportunity.
Off-balance Sheet Arrangements
The Company has not been involved in any transaction, agreement or other contractual arrangement (off balance sheet arrangement) and it is not anticipated that the Company will enter into an off balance sheet arrangement.
The Company has not undergone any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of business.
Tabular Disclosure of Contractual Obligations
The Company has no contractual obligations.
Contractual obligations Payments due by period
Total Less than 1-3 years 3-5 years More than 5
1 year years
Long-Term Debt Obligations $0 $0 $0 $0
Capital Lease Obligations $0 $0 $0 $0
Operating Lease Obligations $0 $0 $0 $0
Purchase Obligations $0 $0 $0 $0
Other Long-Term Liabilities Reflected on $0 $0 $0 $0
the Registrant's Balance Sheet under GAAP
Total $0 $0 $0 $0
Short Term Debt
The Company has no short-term debt.
Long Term Debt
The Company has no long-term debt.
