UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 333-145830
No Show, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 20-3356659
------------------------ ------------------------
(State of incorporation) (I.R.S. Employer ID No.)
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 631-4251
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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 checkmark 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. [X]
Indicate by checkmark 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.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes[X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter:
The aggregate market value of the Company's common shares of voting stock held
by non-affiliates of the Company at July 31, 2009, computed by reference to
the last trade on the OTC-BB on October 9, 2008, was $1,512,500.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of October 27, 2009, there were 21,050,000 shares of the issuers Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 17
ITEM 3. LEGAL PROCEEDINGS 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 20
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 25
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 25
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 28
ITEM 11. EXECUTIVE COMPENSATION 32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 33
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 35
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 36
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 37
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or
belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update
forward-looking statements to reflect the impact of circumstances or events
that arise after the dates they are made. You should, however, consult
further disclosures we make in future filings of our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and inherent
risks and uncertainties. The factors impacting these risks and
uncertainties include, but are not limited to:
o inability to raise additional financing for working capital and product
development;
o inability to develop and design new apparel products;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how
we report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the
costs of compliance, or adverse findings by a regulator with respect to
existing operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "No Show", "the Company", "we," "us,"
and "our" refer to No Show, Inc.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities. We
will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at No Show, Inc., 3415 Ocatillo Mesa Way, North Las Vegas, NV
89031.
4
PART I
ITEM 1. BUSINESS
History and Organization
------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005.
We are in the business of designing and marketing women's intimate apparel.
Emphasis in the design would include using fabrics and a stitch design which
would not show through regular clothing as undergarments. Once management
designs these undergarments, clothing contract manufacturers will be
identified to replicate these garments. Management plans to market their
products through retail women's clothing stores. Activities to date have
been limited primarily to organization, initial capitalization, establishing
an appropriate operating facility in Las Vegas, Nevada, and seeking funding
to commence our operational plans.
Our Business
------------
Our business is to design and market women's intimate apparel. Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments. Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these
garments. Management believes the Company's success will be determined by its
ability to create brand awareness, acquire customers and produce its products
at a competitive price. The Company has developed a few strategies to
accomplish this goal. Management plans to shop for clothing contract
manufacturers outside of the U.S. preferably Mexico to produce its intimate
apparel garments. At this time, management has not enlisted or signed any
contract manufacturing contracts or agreements. Management has developed two
patterns for its intimate apparel garments and is now in the process of
identifying the type of fabrics to be used for its future products. The
process to identify the fabrics to be used includes the following: a)
availability of the fabric; b) cost of the fabric; c) durability; d)
moisture-wicking fabric (a moisture-wicking fabric is a fabric that pulls
moisture away from the skin to keep the body dry, as compared to a natural
fiber like cotton that retains moisture; e) comfortable; f) a fabric which
will allow invisible seams; and g) a machine washable fabric. Until we can
identify and source the fabric to be used in our garments, it would be
difficult to predict a price point for our product(s).
In an effort to identify a source to supply a fabric which meets this
criteria, management has been requesting sample material (known in the
industry as a "swatches") and prices from various suppliers in the U.S.,
China and Mexico. The suppliers contacted have not been responsive, as they
recognize that No Show is a start-up company with no operating history.
Management is determined to find a supplier that would be willing to work
with the Company. The search for suppliers has been made utilizing the
internet and the Thomas Register Directory (an industry source book).
5
Management recognizes that the retail price point must be competitive in
order to sell product, it is for this reason that the fabric selection
process has taken so long to complete.
With our limited resources, management does not plan on hiring
subcontractors or consultants to help design more intimate apparel clothing
patterns. Our management will undertake this responsibility.
Marketing Plan
--------------
Since we are based in Las Vegas, Nevada, the initial marketing of our
products will be directed towards specialty boutique stores in Las Vegas,
Nevada, and stores located in the Las Vegas casinos. Initially, management
will undertake the responsibility of knocking-on-doors to promote its
intimate apparel line. Management will be responsible for developing sales
brochures for our product line.
In order to build distribution for our intimate apparel line, management
would consider placing product on consignment with local retailers. In this
sense, the local retailers would not need to purchase inventory of a new
line, which may or might not sell. Under this arrangement, when a retailer
sells our merchandise to the customer, the retailer becomes obligated to pay
us from the proceeds of the sale. If the product does not sell, the retailer
can return the product to us without incurring the cost of purchasing the
merchandise out of their own funds. This method of distribution may be
needed to help us build brand awareness. We do not expect that each store
would stock more than six items, per size, in inventory. Therefore, if we
used the consignment method to obtain initial distribution, we would limit
our costs of providing inventory by limiting the number of stores, and the
amount of merchandise to be carried by each store.
If this method of distribution becomes successful, and our products are
accepted by the consumers, management will hire manufacturing sale
representatives who will market the products to larger retailer outlets in
other geographic locations in the U.S.
The Industry
------------
The apparel industry is highly cyclical and heavily dependent upon the
overall level of consumer spending. Purchases of apparel and related goods
tend to be highly correlated with changes in the disposable income of
consumers. Consumer spending is dependent on a number of factors, including
actual and perceived economic conditions affecting disposable consumer income
(such as unemployment, wages and salaries), business conditions, interest
rates, availability of credit and tax rates in the general economy and in the
international, regional and local markets where our products are sold. As a
result, any deterioration in general economic conditions, reductions in the
level of consumer spending or increases in interest rates in any of the
regions in which we compete could adversely affect the sales of our products.
6
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on the Company's future financial
condition and results of operations.
Competition
-----------
The intimate apparel industry is highly competitive. Competition is
generally based upon product quality, brand name recognition, price,
selection, service and purchasing convenience. Both branded and private label
manufacturers compete in the intimate apparel industry. Major competitors
include: Gap, Inc., Jockey International, Inc., Kellwood Company, the Lane
Bryant division of Charming Shoppes, Inc., Maidenform Brands, Inc., Sara Lee
Corporation, Triumph International, VF Corporation, the Victoria's Secret
division of Limited Brands, Inc., Wacoal Corp. and The Warnaco Group, Inc.
Because of the highly fragmented nature of the balance of the industry, both
domestically and internationally, the Company will also compete with many
small manufacturers and retailers. Additionally, department stores,
specialty stores and other retailers, have significant private label product
offerings that would compete with No Show, Inc. The Company might not be
able to compete successfully with these competitors in the future. If
No Show fails to compete successfully, its potential tiny market share and
results of operations would be materially and adversely affected.
Most all of our competitors have significantly greater financial, marketing
and other resources, broader product lines outside of intimate apparel and
larger customer bases than we have and are less financially leveraged than we
are. As a result, these competitors may be able to: adapt to changes in
customer requirements more quickly; introduce new and more innovative
products more quickly; better adapt to downturns in the economy or other
decreases in sales; better withstand pressure to accept customer returns of
their products or reductions in inventory levels carried by our customers;
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; adopt more
aggressive pricing policies and provide greater contributions to retailer
price markdowns.
No Show's Funding Requirements
------------------------------
No Show does not have the required capital or funding to produce any intimate
apparel products. Management anticipates No Show will require at least
$500,000 to complete to perform the design and marketing of its proposed
intimate apparel product. The Company has been seeking funding from a number
of sources, but has yet to secure any funding, especially during this current
economic downturn. Management continues to seek different funding sources in
order to initiate its business plan. The downturn in the economy has limited
our sources of financing. We continue to seek financing with no success. If
we are unable to obtain capital to finance our plan of operations or identify
alternative capital, we may need to curtail, limit or cease our existing
operations.
7
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
We currently have no pending or provisional patents or trademark
applications.
Research and Development Activities and Costs
We have not incurred any research and development costs for our proposed
intimate apparel product(s), as we lack funding to do so.
Compliance with Environmental Laws
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
Employees
---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our officer/director on a voluntary basis, without compensation. We have no
intention of hiring employees until the business has been successfully
launched and we have sufficient, reliable revenue from our operations.
8
Item 1A. Risk Factors.
Risk Factors Relating to Our Financial Condition
------------------------------------------------
1. If we do not obtain additional financing, our business will fail.
The Company needs additional capital in order to expand its operations.
The Company business plan is to design and market women's intimate apparel.
These plans will require additional capital. This need for additional funds
will be derived somewhat from internal revenues and earnings, however, the
vast majority will be received from future stock offerings. These future
offerings could significantly dilute the value of any previous investor's
investment value.
The Company fully anticipates that the proceeds from the sale of all of the
Common Shares being sold in this offering will be sufficient to provide for
the Company's capital need for the next twelve months. If less than all of
the Common Shares are sold or if the capital needs are greater than expected,
the Company will be required to seek other sources of financing.
No guarantees can be given that the Company will sell any of the Common
Shares offered or that other financing will be available, if required, or if
available, will be on terms and conditions satisfactory to management. The
above outlined capital problems which could significantly affect the value
of any Common Shares that are sold to the public and could result in the
loss of an investor's entire investment
2. We have yet to attain profitable operations and because we will need
additional financing to fund our exploration activities, our accountants
believe there is substantial doubt about the company's ability to continue
as a going concern.
The Company has prepared audited financial statements as of July 31, 2009
reporting that the Company is in its developmental stages. Its ability to
continue to operate as a going concern is fully dependent upon the Company
obtaining sufficient financing to continue its development and operational
activities. The ability to achieve profitable operations is in direct
correlation to the Company's ability to raise sufficient financing.
Accordingly, management believes the Company's continued existence, future
expansion, and ultimate profitability is fully dependent upon raising
sufficient proceeds from this offering. It is important to note that even
if the appropriate financing is received, there is no guarantee that the
Company will ever be able to operate profitably or derive any significant
revenues from its operation. The Company needs to raise additional
financing to fully implement its entire business plan.
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next six (6) to twelve (12) months.
There is no guarantee that the Company will ever operate profitably or even
receive positive cash flows from full operations.
9
RISK FACTORS RELATING TO OUR COMPANY
3. Our officer has no experience in operating an operational company with a
business plan, and has no experience in evaluating the success of future
products.
Our executive officer has no experience in operating an operational company
with a business plan. Her history includes forming two blank check companies
that had no specific business plan other to merger with an operational
company. Due to her lack of experience, our executive officer may make wrong
decisions and choices regarding selection of products to pursue on behalf of
the Company. Consequently, our Company may suffer irreparable harm due to
management's lack of experience in this industry. As a result we may have to
suspend or cease operations, which will result in the loss of your
investment.
4. Our products are unproven, and we may not be successful in marketing
our products.
The marketing of apparel products is highly competitive, and subject to rapid
change. We do not have the resources to compete with larger companies or
companies who have design capabilities or distribution channels superior to
ours. With the minimal resources we have available, the selection of
products to market becomes very limited. Competition by existing and future
competitors could result in our inability to secure any innovative products.
This competition from other entities with greater resources and reputations
may result in our failure to maintain or expand our business as we may never
be able to successfully execute our business plan. Further, No Show cannot
be assured that it will be able to compete successfully against present or
future competitors or that the competitive pressure it may face will not
force it to cease operations.
5. Because we are a development stage company, we have generated no revenues
and lack an operating history, an investment in the shares offered herein is
highly risky and could result in a complete loss of your investment if we are
unsuccessful in our business plan.
The Company has limited operating history and must be considered to be a
developmental stage company. Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all of
the risks inherent in any new business and especially with a developmental
stage company. These risks include, but are not limited to, competition, the
absence of an operating history, the need for additional working capital, and
the possible inability to adapt to various economic changes inherent in a
market economy. The likelihood of success of the Company must be considered
in light of these problems, expenses that are frequently incurred in the
operation of a new business and the competitive environment in which the
Company will be operating.
10
6. If our business plan is not successful, we may not be able to continue
operations as a going concern and our stockholders may lose their entire
investment in us.
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
7. We face strong and varied competition from many larger companies who
produce similar products to us.
In the US area, there are many larger companies who produce similar products
which No Show, Inc. plans to produce. The competition includes larger
companies, such as, Gap, Inc., Jockey International, Inc., Kellwood Company,
the Lane Bryant division of Charming Shoppes, Inc., Sara Lee Corporation,
Maidenform Brands, Inc. Triumph International, VF Corporation, the Victoria's
Secret division of Limited Brands, Inc., Wacoal Corp. and The Warnaco Group,
Inc. These companies are better funded and more established than No Show,
Inc.
8. We may not be able to find suitable employees, who can help us move our
business forward.
The Company currently relies heavily upon the services and expertise of
Doreen Zimmerman. In order to implement the aggressive business plan of the
Company, management recognizes that additional clerical staff will be
required. The sole officer is the only personnel at the outset of
operations. The sole officer can manage the office functions and bookkeeping
services until the Company can generate enough revenues to hire additional
staff.
No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.
9. We may not ever pay cash dividends if we are unable to generate profits
in the future.
The Company has not paid any cash dividends on the Common Shares to date,
and there can be no guarantee that the Company will be able to pay cash
dividends on the Common Shares in the foreseeable future. Initial earnings
that the Company may realize, if any, will be retained to finance the growth
of the Company. Any future dividends, of which there can be no guarantee,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors that are not determined. (See
"CAPITALIZATION")
11
10. We are subject to various laws and regulations where we plan operate
our business.
We are subject to federal, state and local laws and regulations affecting our
business, including those promulgated under the Consumer Product Safety Act,
the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the
rules and regulations of the Consumer Products Safety Commission as well as
environmental laws and regulations. This means we may be required to make
significant expenditures to comply with governmental laws and regulations,
including labeling laws and privacy laws, compliance with which may require
significant additional expense. Complying with existing or future laws or
regulations may materially limit our business and increase our costs.
Failure to comply with such laws may expose us to potential liability and
have a material adverse effect on our results of operations.
11. The intimate apparel industry is subject to pricing pressures that may
cause us to reduce the future gross margins for our products.
Average prices in the intimate apparel industry have been declining over the
past several years, primarily as a result of the growth of the mass merchant
channel of distribution, increased competition, consolidation in the retail
industry and a promotional retail environment.
To be competitive, we will be required to adjust our prices in response to
these industry-wide pricing pressures. Many of our competitors source their
product requirements, from lesser-developed countries to achieve lower
operating costs. Our competitors may possibly source from regions with lower
costs than those of our sourcing partners and those competitors may apply
such additional cost savings to further reduce prices.
Moreover, increased customer demands for markdown allowances, incentives and
other forms of economic support reduce our gross margins and affect our
profitability. Our financial performance may be negatively affected by these
pricing pressures if we are forced to reduce our prices without being able to
correspondingly reduce our costs for finished goods or if our costs for
finished goods increase and we cannot increase our prices.
12. We may not be able to keep pace with constantly changing fashion trends,
and if we misjudge consumer preferences, the image of one or more of our
brands may suffer and the demand for our products may decrease.
Our success will depend, in part, on management's ability to anticipate and
respond effectively to rapidly changing fashion trends and consumer tastes
and to translate market trends into appropriate, saleable product offerings.
If we are unable successfully to anticipate, identify or react to changing
styles or trends and misjudge the market for our products or any new product
lines, our sales may be lower and we may be faced with a significant amount
12
of unsold finished goods inventory. In response, we may be forced to increase
our marketing promotions, to provide markdown allowances to our customers, or
to liquidate excess merchandise, any of which could have a material adverse
effect on our net sales and profitability. Our brand image may also suffer if
customers believe that we are no longer able to offer innovative products,
respond to the latest fashion trends or maintain the quality of our products.
Even if we are able to anticipate and respond effectively to changing fashion
trends and consumer preferences, our competitors may quickly duplicate or
imitate one or more aspects of our products, promotions, advertising, brand
image and business processes, whether or not they are protected under
applicable intellectual property law, which may materially reduce our sales
and profitability.
13. The loss of one or more of our future suppliers of finished goods or raw
materials may interrupt our supplies.
We plan to purchase intimate apparel designed by us from a limited number of
third-party manufacturers. We do not have any material or long-term
contracts with any of our suppliers. Furthermore, our finished goods
suppliers also purchase the fabrics and accessories used in our products from
a limited number of suppliers. The loss of one or more of these vendors
could interrupt our supply chain and impact our ability to deliver products
to our customers, which would have a material adverse effect on our net sales
and profitability.
14. Increases in the price of raw materials used to manufacture our products
could materially increase our costs and decrease our profitability.
The principal fabrics used in our business are made from cotton, synthetic
fabrics and cotton-synthetic blends. The prices for these fabrics are
dependent on the market price for the raw materials used to produce them,
primarily cotton and chemical components of synthetic fabrics, and there can
be no assurance that prices for these and other raw materials will not
increase in the near future.
These raw materials are subject to price volatility caused by weather, supply
conditions, power outages, government regulations, economic climate and other
unpredictable factors. Fluctuations in crude oil or petroleum prices may
also influence the prices of related items such as chemicals, dyestuffs, man-
made fiber and foam. Any raw material price increase would increase our cost
of sales and decrease our profitability unless we are able to pass higher
prices on to our customers. In addition, if one or more of our competitors is
able to reduce its production costs by taking advantage of any reductions in
raw material prices or favorable sourcing agreements, we may face pricing
pressures from those competitors and may be forced to reduce our prices or
face a decline in net sales, either of which could have a material and
adverse effect on our business, results of operations and financial
condition.
13
15. The worldwide apparel industry is heavily influenced by general
economic conditions.
The apparel industry is highly cyclical and heavily dependent upon the
overall level of consumer spending. Purchases of apparel and related goods
tend to be highly correlated with changes in the disposable income of
consumers. Consumer spending is dependent on a number of factors, including
actual and perceived economic conditions affecting disposable consumer income
(such as unemployment, wages and salaries), business conditions, interest
rates, availability of credit and tax rates in the general economy and in the
international, regional and local markets where our products are sold. As a
result, any deterioration in general economic conditions, reductions in the
level of consumer spending or increases in interest rates could adversely
affect the future sales of our products.
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on our financial condition and results
of operations.
16. Our principal stockholder, officer and director owns a controlling
interest in our voting stock and investors will not have any voice in our
management, which could result in decisions adverse to our general
shareholders.
Our officer and our principal stockholder, in the aggregate, beneficially own
approximately or have the right to vote approximately 71.2% of our
outstanding common stock. As a result, these two stockholders, acting
together, will have the ability to control substantially all matters
submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate
transactions. In addition, the future prospect of sales of significant
amounts of shares held by our director and executive officer could affect
the market price of our common stock if the marketplace does not orderly
adjust to the increase in shares in the market and the value of your
investment in the company may decrease. Management's stock ownership may
discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, which in turn could reduce our stock
price or prevent our stockholders from realizing a premium over our stock
price.
14
RISK FACTORS RELATING TO OUR COMMON SHARES
17. We may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on any trading market for our common stock.
18. Our common shares are subject to the "Penny Stock" Rules of the SEC and
the trading market in our securities is limited, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (a) that a broker or dealer approve a person's
account for transactions in penny stocks; and (b) the broker or dealer
receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
15
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
19. Although our stock is listed on the OTC-BB, a trading market has not
develop, purchasers of our securities may have difficulty selling their
shares.
There is currently no active trading market in our securities and there are
no assurance that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares in our Company. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all.
20. Because we do not intend to pay any cash dividends on our common stock,
our stockholders will not be able to receive a return on their shares unless
they sell them.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
22. No Show may issue shares of preferred stock in the future that may
adversely impact shareholder rights as holders of the Company's common stock.
The board of directors has the authority to fix and determine the relative
rights and preferences of preferred shares, as well as the authority to issue
such shares, without further stockholder approval. As a result, the board of
directors could authorize the issuance of a series of preferred stock that
would grant to holders preferred rights to its assets upon liquidation, the
right to receive dividends before dividends are declared to holders of No
Show's common stock, and the right to the redemption of such preferred
shares, together with a premium, prior to the redemption of the common stock.
To the extent that No Show does issue such additional shares of preferred
stock, the shareholders rights as holders of common stock could be impaired
thereby, including, without limitation, dilution of shareholder ownership
interests in No Show. In addition, shares of preferred stock could be issued
with terms calculated to delay or prevent a change in control or make removal
of management more difficult, which may not be in the best interest as
holders of common stock.
16
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 3415 Ocatillo Mesa Way, North Las
Vegas, NV 89031. There is no charge to us for the space. Our officer will
not seek reimbursement for past office expenses. We believe our current
office space is adequate for our immediate needs; however, as our operations
expand, we may need to locate and secure additional office space.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
17
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
No Show, Inc. Common Stock, $0.001 par value, is traded on the OTC-Bulletin
Board under the symbol: NOSH. The stock was cleared for trading on the
OTC-Bulletin Board on April 11, 2008.
Since the Company has been cleared for trading, through July 31, 2009,
there have been limited trades of the Company's stock. The last trade was
for $0.25 on October 9, 2008. There are no assurances that a market will
ever develop for the Company's stock.
(b) Holders of Common Stock
As of October 27, 2009, there were approximately 37 holders of record of our
Common Stock and 21,050,000 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
Recent Sales of Unregistered Securities
On August 23, 2005 (inception), we issued 30,000, par value $0.001 common
shares of stock for cash to the Company's founder for $3,000 cash. These
shares were subsequently cancelled on September 30, 2006.
In May, 2006, the Company issued 50,000 shares of its $0.001 par value common
stock to approximately 35 investors for cash of $10,000 (net of offering
costs). The Company, was issued a permit to sell securities to the public
in the State of Nevada in November, 2005, pursuant to Nevada Revised
Statutes Chapter 90.490. This offering was made in reliance upon an
exemption from the registration provisions of Section 5 of the Securities
Act of 1993, as amended, pursuant to Regulation D, Rule 504 of the Act.
The State Permit allowed the Company to engaged in general solicitation
in the State of Nevada. All of the purchasers were either Nevada
residents or Nevada corporations, and one entity is domiciled in both
Nevada and Minnesota. Under Nevada State permit rules, the purchasers
were not required to be accredited investors.
18
In September, 2006, we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with six
accredited individuals. The shares were issued in reliance upon an exemption
from registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder as a transaction not involving a public
offering. We filed a Form D with the SEC on our about September 30, 2006.
The six investors purchased 6,000,000 common shares, at par value $0.001 for
$6,000 cash. Four of the accredited individuals are residents of Nevada, two
are domiciled in Florida.
In May, 2007, we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with a
group of accredited individuals. The shares were issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering. We filed a Form D with the SEC on our about May
31, 2007. The investors purchased 15,000,000 common shares, at par value
$0.001 for $15,000 cash. There has been no other issuance of shares since
our inception on August 23, 2005.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
July 31, 2009 or 2008.
Item 6. Selected Financial Data.
Not applicable.
19
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005.
We are in the business of designing and marketing women's intimate apparel.
Emphasis in the design would include using fabrics and a stitch design which
would not show through regular clothing as undergarments. Once management
designs these undergarments, clothing contract manufacturers will be
identified to replicate these garments. Management plans to market their
products through retail women's clothing stores. Activities to date have
been limited primarily to organization, initial capitalization, establishing
an appropriate operating facility in Las Vegas, Nevada, and seeking funding
to commence our operational plans.
No Show does not have the required capital or funding to produce any intimate
apparel products. Management anticipates No Show will require at least
$500,000 to complete to perform the design and marketing of its proposed
intimate apparel product. The Company has been seeking funding from a number
of sources, but has yet to secure any funding. Management continues to seek
different funding sources in order to initiate its business plan. The
downturn in the economy has limited our sources of financing. We continue to
seek financing with no success. If we are unable to obtain capital to
finance our plan of operations or identify alternative capital, we may need
to curtail, limit or cease our existing operations.
Results of Operations for the year ended July 31, 2009
------------------------------------------------------
We earned no revenues since our inception on August 23, 2005 through July 31,
2009. We do not anticipate earning any significant revenues until such time
as we can bring to the market intimate apparel product(s). We are presently
in the development stage of our business and we can provide no assurance that
we will be successful in developing any intimate apparel products.
For the year ending July 31, 2009, we experienced a net loss of $(17,009)
versus a net loss of $(14,816) for the same period last year. The bulk of
these fees represented audit and legal fees to keep the Company fully
reporting. Since our inception on August 23, 2005, we experienced a net loss
of $(50,825). We anticipate our operating expenses will increase as we
enhance our operations.
Revenues
--------
We generated no revenues for the period from August 23, 2005 (inception)
through July 31, 2009. We do not anticipate generating any revenues until
we can obtain financing to commence our intimate apparel operations.
20
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
Our business is to design and market women's intimate apparel. Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments. Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these
garments. Management believes the Company's success will be determined by
its ability to create brand awareness, acquire customers and produce its
products at a competitive price. The Company has developed a few strategies
to accomplish this goal. Management plans to shop for clothing contract
manufacturers outside of the U.S. preferably Mexico to produce its intimate
apparel garments.
At this time, management has not enlisted or signed any contract
manufacturing contracts or agreements. Management has developed two
patterns for its intimate apparel garments and is now in the process of
identifying the type of fabrics to be used for its future products. The
process to identify the fabrics to be used includes the following: a)
availability of the fabric; b) cost of the fabric; c) durability; d)
moisture-wicking fabric (a moisture-wicking fabric is a fabric that pulls
moisture away from the skin to keep the body dry, as compared to a natural
fiber like cotton that retains moisture; e) comfortable; f) a fabric which
will allow invisible seams; and g) a machine washable fabric.
Expected purchase or sale of plant and significant equipment
------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of July 31, 2009, we did not have any employees. We are dependent upon
our sole officer and a director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
21
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of July 31, 2009 reflects assets of $0 cash and $25 in
current liabilities. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to
date. Notwithstanding, we anticipate generating losses and therefore we may
be unable to continue operations in the future. We anticipate we will
require additional capital up to approximately $500,000 and we would have to
issue debt or equity or enter into a strategic arrangement with a third
party. We have been trying without success to raise capital. There can be
no assurance that additional capital will be available to us and there can be
no assurance that our shares will be quoted on the Over the Counter Bulletin
Board. We currently have no agreements, arrangements or understandings with
any person to obtain funds through bank loans, lines of credit or any other
sources.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
Future Financings
-----------------
We anticipate the sale of our common shares in order to continue to fund our
business operations. Issuances of additional shares will result in dilution
to our existing shareholders. There is no assurance that we will achieve any
of additional sales of our equity securities or arrange for debt or other
financing to fund our exploration and development activities.
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended July 31, 2009. The
Company has no employment agreements in place with its officers.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence of
an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectibility is reasonably assured.
22
New Accounting Standards
------------------------
In April 2009, the FASB issued FSP No. FAS 157-4, "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"
("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are
not orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending after
June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4
will have a material impact on its financial condition or results of
operation.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only
FSP improves the transparency of transfers of financial assets and an
enterprise's involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective
January 1, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about employers'
pension and postretirement benefit plan assets consistent with guidance
contained in SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair
value of each major category of plan assets and information about the inputs
and valuation techniques used to develop the fair value measurements of plan
assets. This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have
a material impact on its financial condition or results of operation.
In October 2708, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption of
FSP FAS 157-3 had no impact on the Company's results of operations, financial
condition or cash flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and FASB Interpretation 46 (revised December 2003),
"Consolidation of Variable Interest Entities - an interpretation of ARB
No. 51," as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company's financial statements. The changes would
be effective March 1, 2010, on a prospective basis.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
23
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
No Show, Inc.
Financial Statements
July 31, 2009
July 31, 2008
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4-5
Statements of Cash Flows F-6
Notes to Financials F-7-15
24
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
No Show Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of No Show Inc. (A
Development Stage Company) as of July 31, 2009 and 2008, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended July 31, 2009 and 2008 and since inception on August 23,
2005 through July 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of No Show Inc. (A
Development Stage Company) as of July 31, 2009 and 2008, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended July 31, 2009 and 2008 and since inception on August 23,
2005 through July 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $50,825,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
October 22, 2009
50 South Jones Blvd., Suite 202 Las Vegas, NV 89107
888-727-8251 Fax 888-727-2351
F-1
No Show, Inc.
(a development stage company)
Balance Sheets
July 31, July 31,
2009 2008
----------- -------------
ASSETS
Current Assets:
Cash $ - $ -
Funds held in escrow - 1,934
Prepaid Expense 3,500 -
----------- -------------
Total current assets 3,500 1,934
----------- -------------
TOTAL ASSETS $ 3,500 $ 1,934
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 25 1,750
----------- -------------
Total current liabilities 25 1,750
----------- -------------
Stockholder's Equity:
Common Stock, $0.001 par value, 75,000,000
shares authorized, 21,050,000, 21,050,000
shares issued and outstanding as of
7/31/09 and 7/31/08, respectively 21,050 21,050
Additional paid-in capital 33,250 12,950
Earnings (Deficit) accumulated during
development stage (50,825) (33,816)
----------- -------------
Total stockholders' equity 3,475 184
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,500 $ 1,934
=========== =============
The accompanying notes are an integral part of these financial statements.
F-2
No Show, Inc.
(a development stage company)
Statements of Operations
From
For the For the August 23, 2005
year ended year ended (Inception) to
July 31, July 31, July 31,
2009 2008 2009
------------- ------------- -------------
REVENUE $ - $ - $ -
------------- ------------- -------------
EXPENSES:
General and administrative
expenses 17,009 14,816 50,825
------------- ------------- -------------
Total expenses 17,009 14,816 50,825
------------- ------------- -------------
Net (loss) before income tax
expense (17,009) (14,816) (50,825)
Income tax expense - - -
------------- ------------- -------------
NET (LOSS) $ (17,009) $ (14,816) $ (50,825)
============= ============= =============
NET (LOSS) PER SHARE - BASIC
AND FULLY DILUTED $ (0.00) $ (0.00)
============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILUTED 21,050,000 21,050,000
============= =============
The accompanying notes are an integral part of these financial statements.
F-3
No Show, Inc.
(a development stage company)
Statements of Stockholders' Equity
(Deficit)
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- --------- ----------- -------------
Contributed capital $ - $ 3,000 $ - $ 3,000
May 2006
Common stock issued
for cash @ $0.20 per
share pursuant
to Rule 504
offering 50,000 50 9,950 - 10,000
Net (loss) for the
year ended
July 31, 2006 - - - (2,870) (2,710)
---------- ------- --------- ----------- -------------
Balance
July 31, 2006 50,000 50 12,950 (2,870) 10,130
September 2006
Common stock issued
for cash @ $0.001
per share
pursuant to
Rule 506
offering 6,000,000 6,000 6,000
May 2007
Common stock issued
for cash @ $0.001
per share
pursuant to
Rule 506
offering 15,000,000 15,000 15,000
Net (loss) for the
year ended
July 31, 2007 (16,130) (16,130)
---------- ------- --------- ----------- --------------
Balance,
July 31, 2007 21,050,000 21,050 12,950 (19,000) 15,000
F-4
No Show, Inc.
(a development stage company)
Statements of Stockholders' Equity - Continued
(Deficit)
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- --------- ----------- -------------
Balance,
July 31, 2007 21,050,000 $21,050 $ 12,950 $ (19,000) $ 15,000
---------- ------- --------- ----------- --------------
Net (loss) for the
year ended
July 31, 2008 (14,816) (14,816)
---------- ------- --------- ----------- --------------
Balance,
July 31, 2008 21,050,000 21,050 12,950 (33,816) 184
---------- ------- --------- ----------- --------------
December 2008
Contributed capital 4,000 4,000
February 2009
Contributed capital 6,300 6,300
July 2009
Contributed capital 10,000 10,000
Net (loss) for the
year ended
July 31, 2009 (17,009) (17,009)
---------- ------- --------- ----------- --------------
Balance,
July 31, 2009 21,050,000 $21,050 $ 33,250 $ (50,825) $ 3,475
========== ======= ========= =========== ==============
The accompanying notes are an integral part of these financial statements.
F-5
No Show, Inc.
(a development stage company)
Statements of Cash Flows
From
For the For the August 23, 2005
year ended year ended (Inception) to
July 31, July 31, July 31,
2009 2008 2009
------------- ------------- -------------
OPERATING ACTIVITIES:
Net (loss) $ (17,009) $ (14,816) $ (50,825)
Adjustments to reconcile net
loss to net cash provided
(used) by operating
activities:
Increase (decrease) in
accounts payable (1,725) 1,750 25
(Increase) in prepaid
expense (3,500) - (3,500)
------------- ------------- -------------
Net cash (used) by operating
activities (22,234) (13,066) (54,300)
------------- ------------- -------------
FINANCING ACTIVITIES:
Issuances of common stock - - 31,000
Contributed capital 20,300 - 23,300
------------- ------------- -------------
Net cash provided by financing
activities 20,300 - 54,300
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH (1,934) (13,066) -
CASH AND EQUIVALENTS - BEGINNING 1,934 15,000 -
------------- ------------- -------------
CASH AND EQUIVALENTS - ENDING $ - $ 1,934 $ -
============= ============= =============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
============= ============= =============
Income taxes paid $ - $ - $ -
============= ============= =============
Non-cash transactions $ - $ - $ -
============= ============= =============
The accompanying notes are an integral part of these financial statements.
F-6
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
No Show, Inc. ("the Company") was incorporated under the Laws of the state
of Nevada on August 23, 2005. The Company has been in the development
stage since inception and has had limited operations to date. On November
17, 2006, the Company filed Articles of Merger with BioSecurity
Technologies, Inc., a Nevada corporation. Both BioSecurity and No Show,
Inc. agreed that this merger should not have taken place, and on January 17,
2007, the Company filed a Certificate of Correction the Nevada Secretary of
State to return both companies to their pre-Merger separate corporation
status.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has assets of $3,500 as a prepaid expense and liabilities of $25
as of July 31, 2009. The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
------------------
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents were determined to be antidilutive.
Calculation of net income (loss) per share is as follows:
For the year ended July 31,
---------------------------
2009 2008
------------- ------------
Net (loss) (numerator) $ (17,009) $ (14,816)
Weighted average common
shares outstanding (denominator) 21,050,000 21,050,000
------------- ------------
Basic (loss) per share $ (0.00) $ (0.00)
============= ============
The Company has not issued any options or warrants or similar securities
since inception and therefore has no potentially dilutive securities.
F-7
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - CONTINUED
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected July 31 as its year-end.
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising
during the period.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However the Company has no current source of revenue, and has
incurred losses of $(50,825) to date. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
It is management's plan to continue executing the company's business plan in
order to supply the needed cash flow.
F-8
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 4. STOCKHOLDERS'EQUITY
Common Stock
------------
On July 31, 2006, the Company issued 50,000 shares of its $0.001 par value
common stock pursuant to a regulation 504 offering.
On September 30, 2006, the Company issued 6,000,000 shares of its $0.001 par
value common stock pursuant to a regulation 506 offering.
On July 31, 2007, the Company issued 15,000,000 shares of its $0.001 par
value common stock pursuant to a regulation 506 offering.
There have been no other issuances of common stock.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 6. CONTRIBUTED CAPITAL
During the fiscal year ending July 31, 2009, the Company's corporate counsel
agreed to prepare, write, EDGARize and provide legal opinion for the
Company's interim reports and Form 10-K filing, which the law firm valued at
$10,000.
The law firm decided to contribute this capital based on its recommendation
that the Company engage the services of an auditor, who had his licensed
revoked and was not able to complete the Company's audit for the past fiscal
year. Based on this decision, the Company needed to engage a new auditor.
The Company's corporate counsel believes this action will help build goodwill
for its law firm.
NOTE 7. PROVISION FOR INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109"), which requires use of the liability method. SFAS No. 109 provides
that deferred tax assets and liabilities are recorded based on the
differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of each period
are determined using the currently enacted tax rates applied to taxable
income in the periods in which the deferred tax assets and liabilities are
expected to be settled or realized.
F-9
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 7. PROVISION FOR INCOME TAXES (CONTINUED)
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 are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 8. REVENUE AND EXPENSES
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services. Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been
rendered; 3) our price to our customer is fixed or determinable; and
4) collectability is reasonably assured. For the period from
August 23, 2005 (inception) to July 31, 2009, the Company has not
recognized any revenues.
NOTE 9. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no assets or lease obligations.
NOTE 10. RECENT PRONOUNCEMENTS
In April 2009, the FASB issued FSP No. FAS 157-4, "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"
("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are
not orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending after
June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4
will have a material impact on its financial condition or results of
operation.
F-10
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 10. RECENT PRONOUNCEMENTS - CONTINUED
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only
FSP improves the transparency of transfers of financial assets and an
enterprise's involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective
January 1, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about employers'
pension and postretirement benefit plan assets consistent with guidance
contained in SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair
value of each major category of plan assets and information about the inputs
and valuation techniques used to develop the fair value measurements of plan
assets. This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have
a material impact on its financial condition or results of operation.
In October 2708, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption of
FSP FAS 157-3 had no impact on the Company's results of operations, financial
condition or cash flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and FASB Interpretation 46 (revised December 2003),
"Consolidation of Variable Interest Entities - an interpretation of ARB
No. 51," as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company's financial statements. The changes would
be effective March 1, 2010, on a prospective basis.
F-11
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 10. RECENT PRONOUNCEMENTS - CONTINUED
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither
do we believe that FSP EITF 03-6-1 would have material effect on our
consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133. This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
F-12
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 10. RECENT PRONOUNCEMENTS - CONTINUED
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At
the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise
patterns by industry and/or other categories of companies) would, over time,
become readily available to companies. Therefore, the staff stated in SAB 107
that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method beyond
December 31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the impact of SAB
110 for fiscal year 2009. It is not believed that this will have an impact on
the Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial position
as liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity. This
statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related
Statement 141 (revised 2007). The Company will adopt this Statement beginning
F-13
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 10. RECENT PRONOUNCEMENTS - CONTINUED
March 1, 2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
This Statement establishes principles and requirements for how the acquirer:
(a) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements. The Company will adopt this statement beginning March
1, 2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available
to all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not
report net income. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair
Value Measurements. The Company will adopt SFAS No. 159 beginning March 1,
2008 and is currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
F-14
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2009
NOTE 11. CONCENTRATIONS OF RISKS
Cash Balances
-------------
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances
up to $100,000 through October 13, 2008. As of October 14, 2008 all non-
interest bearing transaction deposit accounts at an FDIC-insured institution,
including all personal and business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain
retirement accounts, will return to at least $100,000 per depositor.
Insurance coverage for certain retirement accounts, which include all IRA
deposit accounts, will remain at $250,000 per depositor.
F-15
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our
Board of Directors, to provide reasonable assurance regarding the reliability
of financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive
officer and chief financial officer initially concluded that our disclosure
controls and procedures were not effective.
Management's Report On Internal Control Over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and
procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
25
- Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company;
and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of July 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of July 31, 2009.
26
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this report.
Management's Remediation Initiatives
------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of
outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by July 31, 2010. Additionally, we plan to test our
updated controls and remediate our deficiencies by July 31, 2010.
Changes in internal controls over financial reporting
-----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
27
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our current
directors and executive officers. Our executive officers serve one-year
terms.
Name Age Positions and Offices Held
------------------ --- --------------------------
Doreen E. Zimmerman 50 President and Director
The business address for our officers/directors is: c/o No Show, Inc.,
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031, and our telephone number
at this address is (702) 277-7366.
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Doreen E. Zimmerman, President and Director
-------------------------------------------
Mrs. Zimmerman has served as the Company's director, president, and
secretary since May, 2007, and will serve on the board until the next annual
shareholders' meeting of the Company or until a successor is elected. There
are no agreements or understandings for the officer and director to resign
at the request of another person, and the above-named officer and director
is not acting on behalf of, nor will act at the direction of, any other
person. Mrs. Zimmerman expects to spend 2-to-8 hours per month of her time
to the activities of the Company without compensation.
Set forth below is the name of the sole director and officer of the Company
and her business experience during at least the last five years:
Doreen E. Zimmerman - Work Background
No Show, Inc.
Las Vegas, NV
Sole Officer/Director
2007- Present
28
Atria Seville Salon
Las Vegas, NV
Cosmetologist. Facility operates a hair solon providing hairs services to
residents
1998 - Present
The Plaza Assisted Living Center
Las Vegas, NV
Manager. Provide hair services to elderly residents of assisted living
center and nursing home.
1996 - Present
Desert Lane Care Center
Las Vegas, NV
Manager. Provide hair services to residents of nursing home facility.
1997 - 2009
Hair Therapists, Inc.
SEC file number: 000-51516
North Las Vegas, NV
President. A "blank check" company
January 2004 to March 2006
DEZ, Inc.
SEC File Number: 000-52171
North Las Vegas, NV
President. A "blank check" company
June 2006 to November 5006
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officers and directors, and persons
who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based upon a review of the copies of such
forms furnished to us and written representations from our executive
officers and directors, we believe that as of the date of this report they
were not current in their 16(a) reports.
29
Board of Directors
Our board of directors currently consists of one member, Mrs. Zimmerman.
Our directors serve one-year terms.
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for
the registrant not to have such a committee because its directors
participate in the consideration of director nominees and the board
and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
30
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by
security holders, is to find qualified persons willing to serve
with a clean backgrounds. There are no differences in the manner
in which the nominating committee evaluates nominees for director
based on whether the nominee is recommended by a security holder,
or found by the board.
Code of Ethics
We have not adopted a Code of Ethics for the Board and any salaried
employees.
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to No Show. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the No Show shares, unless the transaction is approved
by No Show's Board of Directors. The provisions also prohibit the Company
from completing any of the transactions described in the preceding sentence
with a 10% shareholder who has held the shares more than three years and its
related entities unless the transaction is approved by our Board of Directors
or a majority of our shares, other than shares owned by that 10% shareholder
or any related entity. These provisions could delay, defer or prevent a
change in control of No Show, Inc.
31
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended July 31, 2009 for our Chief Executive Officer. We did
not have any executive officers as of the year end of July 31, 2009 who
received any compensation.
Compensation
------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since August 23, 2005 (inception) of the
company through July 31, 2009. No Show has no intention of paying any
salaries at this time. We intend to pay salaries when cash flow permits.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position July 31 ($) ($) ($) ($) ($)
----------------------------------------------------------------------------
Doreen E. Zimmerman CEO/Dir. 2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officers or directors
from inception through fiscal year end July 31, 2009.
Outstanding Equity Awards at 2009 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of July 31, 2009.
32
Option Exercises for Fiscal 2009
--------------------------------
There were no options exercised by our named executive officer in fiscal year
ending July 31, 2009.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
We did not pay our directors any compensation during fiscal years ending
July 31, 2009 or July 31, 2008.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on October 27, 2009 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
October 27, 2009 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
No Show's common stock.
33
The percentages below are calculated based on 21,050,000 shares of our common
stock issued and outstanding. We do not have any outstanding options,
warrants or other securities exercisable for or convertible into shares of
our common stock.
Name and Address Amount of Beneficial Percentage
Title of Class of Beneficial Owner Ownership of Class
---------------- ----------------------- ------------------ -------------
Common Stock Doreen Zimmerman, 1,000,000 4.7%
3415 Ocatillo Mesa Way
North Las Vegas, NV 89031
Common Stock Evagelina Esparza 14,000,000 66.5%
Ignacio Zaragoza No. 3
Apartado 44
Tijuana, BC Mexico
----------------------------------------------------------------------------
Common Stock All Executive Officers 1,000,000 4.7%
and Directors as a Group (1 person)
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
34
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's sole officer/director has contributed office space for our use.
There is no charge to us for the space. Our officer will not seek
reimbursement for past office expenses.
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, CPAs, Certified Public Accountants, to perform
audited financials for the Company. Seale and Beers, CPAs own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
35
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public accountants
for fiscal years ending July 31, 2009. Aggregate fees billed to us for the
years ended July 31, 2009 and 2008 by Seale and Beers, CPAs and the
Company's former accountant were as follows:
For the Years Ended
July 31,
-------------------
2009 2008
-------------------
(1) Audit Fees(1) $6,000 $3,560
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal accountant
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for
such period included in this Annual Report on Form 10-K and for the
reviews of the quarterly financial statements included in the Quarterly
Reports on Form 10-Q filed with the Securities and Exchange
Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our sole director then makes a determination to
approve or disapprove the engagement of Seale and Beers, CPAs for the
proposed services. In the fiscal year ending July 31, 2009, all fees paid to
Seale and Beers, CPAs and our former auditor were unanimously pre-approved in
accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
36
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of
this report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 25
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4-5
Statements of Cash Flows F-6
(b) 2. Financial Statement Schedules
None.
37
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
------------------------------------------------------------------------------
3.1 No Show, Inc. Articles SB-2 3.1 8-31-07
of Incorporation
------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 8-31-07
in effect
------------------------------------------------------------------------------
23.1 Consent Letter from Seale X
and Beers, CPAs
------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
38
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
No Show, Inc.
By: /s/ Doreen E. Zimmerman
-----------------------
Doreen E. Zimmerman
President
Date: October 27, 2009
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Name
By: /s/ Doreen E. Zimmerman
-----------------------
Doreen E. Zimmerman
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: October 27, 2009
----------------
39