UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to________________
Commission file number 333-158386
BUSINESS OUTSOURCING SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0583166
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1001 SW 5th Avenue, Suite 1100, Portland OR 97204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 503-206-0935
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered under Section 12(g) of the Act:
None
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by 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 [ ] Smaller reporting company [X]
(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 Act). Yes [X] No [ ]
The aggregate market value of voting and non-voting common equity held by
non-affiliates as of May 29, 2009, the last business day of the Company's second
fiscal quarter, was approximately $35,000 based upon 700,000 shares held by
non-affiliates and a last sale price of $0.05 per share on June 5, 2008.
As of March 9, 2010, there were 2,300,000 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange Commission, or SEC, are available at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding
reporting companies.
TABLE OF CONTENTS
Page
----
PART I
ITEM 1. Business 4
ITEM 1A. Risk Factors 8
ITEM 1B. Unresolved Staff Comments 12
ITEM 2. Properties 13
ITEM 3. Legal Proceedings 13
ITEM 4. Submission of Matters to a Vote of Security Holders 13
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities 13
ITEM 6. Selected Financial Data 14
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 17
ITEM 8. Financial Statements and Supplementary Data 18
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 28
ITEM 9A. Controls and Procedures 28
ITEM 9B. Other Information 28
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 29
ITEM 11. Executive Compensation 30
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 31
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 33
ITEM 14. Principal Accounting Fees and Services 33
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 34
Signatures 35
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PART I
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors" and the risks set out below, any of which may
cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.
These factors should be considered carefully and readers should not place undue
reliance on our forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Private Securities Litigation Reform Act of
1995 are unavailable to us.
Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.
In this Annual Report on Form 10-K, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
stock" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our" and "Business
Outsourcing" mean Business Outsourcing Services, Inc, unless otherwise
indicated.
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ITEM 1. BUSINESS
GENERAL
We were incorporated in the state of Nevada on June 5, 2008, under the name
Business Outsourcing Services, Inc., and intend to engage in providing online
accounting and bookkeeping services to small and medium sized companies who seek
to save money by outsourcing these services.
We plan to use a secure web site for our services and to facilitate the exchange
of information between our clients and ourselves.
Prospective clients who visit our web will find comprehensive information
regarding the services we offer. If they so choose, prospective clients may also
register for our services through the same website. Our products and services
will be delivered and/or rendered through a "Client Portal" on our web site.
Upon registration, we will offer each client a one-hour telephone "Needs
Analysis" to start each client engagement. The Needs Analysis will be conducted
at a pre-arranged time and date before we commence any work for the client.
Through the Needs Analysis, we are able to assess which services best suite the
individual needs of each client. This will also enable us to provide each client
with a more accurate quote for the services rendered for first three months of
engagement. The initial three month period is further intended to allow us to
develop a foundation for ongoing discussions with the client about what they can
expect from us and the services that we are able to provide.
We will offer our clients a number of service options to choose from including
the following:
1. Bookkeeping Services only
2. Bookkeeping & Accounting Service including preparation of financial
statements
3. Payroll
4. Customized management reports
The rate for our services will be $30.00 per hour. However, each customer will
be advised that they have the option to pre-pay for blocks of hours at a reduced
rate as follows:
Hours Rate
----- ------
5 $29.00
10 $28.00
25 $27.50
50 $25.00
100 $22.50
Payment for our services will be processed via the Paypal(TM) payment system.
HOW IT WORKS
Our products and services will be delivered and/or rendered through a "Client
Portal" on our web site. Clients are requested to register a valid user name and
password in order to enter the Client Portal. Once logged in they will have
access to a left column navigation bar with a series of click-through choices
including:
"SECURE FOLDER" - Each client will have access to their own "Secure Folder" that
is available to them 24-hours a day, seven days a week. This folder is also
accessible to our staff bookkeeper or accountant that is tasked with the
customer's data and our web site administrator, which will be one of the
directors of the company. The Secure Folder is used to store documents and other
pertinent information uploaded by our clients and used by our bookkeepers and/or
accountants for the services rendered by us. The information contained in this
folder will be encrypted and the transmission of information is encrypted using
128 bit encryption to ensure the customers' information privacy. Further, the
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documents and information stored in this folder will be automatically time and
date stamped upon uploading, as well as each time any of our staff renders any
work on the file. This feature enables our clients to constantly inform
themselves of the progress made on their file.
"NOTES"- A Notes section will also be included and is intended to provide
clients and our staff with designated a separate platform for exchanging notes
and comments relative to the file. This also provides our clients with a
platform wherein they can request details regarding a file or request a target
date for completion of a particular task. Further, clients are granted access to
these section 24-hours a day, seven days a week.
"Work In Progress"- The Work In Progress folder contains the information
necessary for the percentage of completion calculations and further provides
critical information relative to the total value and progress of work on hand.
These updates will be color coded for easy recognition.
Each of our staff members are guided by specific instructions regarding how to
address particular concerns or questions and are required to respond to all
queries in a timely manner. Questions or comments may also be referred to one of
the directors of the firm.
"Submit Documents" - This section provides our clients with a separate tab
wherein our clients can upload documents for submission to us. A copy of all
documents uploaded into this folder is retained and may be retrieved by the
client at any given time.
"Contact Us"- This section provides our clients with a separate tab for
contacting us in the event that any problems are encountered during their visit
to our website. In this tab, clients will find a phone number to our customer
relations department as well as other pertinent contact information.
We will recommend that all clients use high speed internet connection and a dual
page scanner device for those documents that will be sent to us in PDF format.
We plan to use an accounting and bookkeeping software program such as QuickBooks
that is well recognized in the marketplace and comes with software support from
that company.
We will also have the following modules, accessible by our staff:
BOOKKEEPER MODULE: In this section, a bookkeeper is able to log into his
account, view the companies he is assigned to work on and the work files
associated with these companies. He is able to see the notes from our clients,
as well as any comments or notes posted by our manager and post responses to all
parties.
ADMINISTRATIVE MODULE: The Administrative Module is accessible only to the
administrator. It permits the administrator to view the progress on all projects
and grants him access to notes and comments posted by our customers as well as
our staff. The administrator is also able to create company or bookkeeper
accounts, and has the ability to suspend accounts or modify passwords if
necessary.
PRODUCT DEVELOPMENT TIMELINE
Below is a summary of the various phases of our plan for the next twelve (12)
months in order to execute our business plan. We must complete all the items
listed below in order for us to generate revenues.
ACTIVITIES TO DATE - We have begun early stages of website development including
discussions with our website developer detailing the plan, layout and purpose of
the website. We have paid an initial amount of $15,000 for the development of
our website.
SECOND QUARTER OF 2010 - During this time, we intend to finalize with our
development contractor the creation of our information only website, design the
specifications of our system and procure a web hosting company. We expect that
this process will take roughly six to eight weeks. We also intend to finalize
with acquiring office space, obtain telephone and internet service. At the end
of the second quarter of 2010, we intend to complete the "information only"
version of our website in order to build interest in the company during the
development phase and encourage web site visitors to return at a later date.
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THIRD QUARTER OF 2010 - During this period, we intend to continue with our web
site development work, including the "Client Portal" and the "Administrative
Module." To further strengthen our future marketing campaign, we intend to study
our Google Adwords marketing program in order to determine whether it is
necessary for the Company to consider alternate marketing programs. We also
anticipate developing an orientation program for our staff members during the
fourth quarter of 2009. Lastly, we anticipate that we will complete the
development of our software during this period.
FOURTH QUARTER OF 2010 - During the fourth quarter of 2010, we will continue the
development and testing of all aspects of our website and complete the
orientation and training program of our staff. We also anticipate using this
period to review and modify, if found to be necessary, the benchmarks set during
the first three (3) quarters of 2010 and make any adjustments thereto in
anticipation of our launch in the fourth quarter of 2010.
FIRST QUARTER OF 2011 - We anticipate completing all development work on our
website during the first quarter of 2011. We also intend to initial the beta
testing of our Client Portal with potential clients, as well as test the
Administrative Portal with our contractors. We will make any modifications to
our Client Portals and Administrative Portals based on the outcome of our beta
testing and we anticipate that any such modifications will be completed during
this period. During this time, we also intend to begin hiring the necessary
staff for our operations, as well as launching an aggressive marketing campaign
for our product. Lastly, we anticipate launching our website towards the end of
the first quarter of 2011.
MARKETING STRATEGY
We are planning a multi-faceted strategy to market our services. These include
email broadcasts to individuals or entities that we will acquire from list
brokers, purchasing advertising in magazines targeted towards small business and
using small classified ads in newspapers.
ONLINE ADVERTISING
A majority of our advertising and promotional activities will be centered on an
online advertising campaign using Google Adwords. The Google Adwords programs
will allow us to customize the text of the advertisement, the frequency the ad
appears and the length of the contract.
EMAIL ADVERTISING CAMPAIGN
We plan to leverage on the well developed lists of prospective customer already
available from companies such as infoUSA.com and Constant Contact. By adding an
email advertising component to our marketing efforts we will be able to move
faster in building brand name awareness in the marketplace.
MAGAZINE ADVERTISING
There are a number of hard copy and electronic magazines that appeal to small
and medium size business owners including Business Week, Entrepreneur.com
magazine and Small Business Opportunities. We plan to examine these publications
and thereafter, make a selection as to which magazines may be most suitable for
our advertising needs.
PUBLISHED ARTICLES AND WHITE PAPERS
Each of our Directors will write articles and white papers which are intended
for publication in magazine, newsletters, e-zines, forums that cater to the
needs of small and medium-sized business in the United States and Canada.
OUTBOUND CALLING
We will work with some call centers in India and Philippines. These call centers
will call small and middle-sized businesses in the United States and solicit
their business. The call center will earn 15-25% of the billing of each customer
that purchases our services.
REFERRAL PROGRAM
We intend to implement a referral program. People or organizations that refer
business will be paid a commission that ranges between 5-25% of the bill rate of
the particular customer they refer. A simple referral will earn the referee 5%
and a closed sale can earn up to 25%.
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ONLINE FORUMS & CLASSIFIED
There are a number of classified web sites and forums that are targeted toward
small business. Some are free to post such as www.craigslist.com and
www.kijiji.com. We plan to make extensive use of free forums and classified
sites.
SEARCH ENGINE OPTIMIZATION
An in-house marketing strategy that we plan to employ is to install meta-tags on
every page of our web site. These are code words that reside in the hidden
infrastructure of a web page and help to highlight a web page when someone is
using a search engine to find information. For example, by including the words
such as "BOOKKEEPING ACCOUNTING SERVICES" in the meta tags, our web pages will
appear higher on the search page results of search engines like Google, Yahoo,
AltaVista, Dogpile and others. This approach is commonly referred to as search
engine optimization. By achieving a higher ranking in the search page results we
hope to increase the number of web visitors that come to see our web page and
decide to do business with us.
We intend to conduct quarterly reviews to monitor the effectiveness of our
entire marketing plan and what adjustments if any could be made.
COMPETITION
The industry in which we are engaged is highly competitive. We compete against a
number of online firms that have been in business for a longer period of time
compared to us, as well as established bookkeeping and accounting firms that do
not have an online application.
@BC BOOKKEEPING - Viejo, CA
This company has a modest web site that gives very little information regarding
the type of accounting and bookkeeping services that are offered. The website
also does not indicate the manner in which their services are provided to their
customers.
BILL.COM - Palo Alto, CA
Bill.com provides automated services for account payables, check writing,
document filing tasks and other day-to-day financing tasks. It also provides
customers with a platform for storing digital images and other important
documents. It is a private company that has already received funding from
venture capitalists Doll Capital Management and Emergence Capital along with
funding from other private investors who have chosen to support the company.
LEDGERSONLINE - Vancouver, BC, Canada
An international company that works with a wide range of companies including
start-ups, resource companies and other small to medium size businesses. It
delivers outsourced online bookkeeping & accounting services that, much like our
service, enables its customers to access their account from any place in the
world and at any time. LedgersOnline market their services by emphasizing that
they offer services that range from basic bookkeeping to comprehensive Chief
Financial Officer services that are accessible through a third party website,
toffsontax.com.
ONLINE BOOKKEEPING SERVICES - Midland, WA
Based in Washington State, this company has a modest looking web site that
promotes the various services they offer such as payroll processing, accounts
payable, sales and inventory management, consulting services, secretarial
services and financial management services. Online Bookkeeping Services has been
providing its services since 2003. However, according to their website, their
services are limited to small and medium businesses in Western Australia.
Start-up companies from around the globe including business in India and the
Philippines are already doing business in America. The low cost of labor and the
availability of high speed data transmissions has dramatically reduced the
impact of working from a remote location to serve clients.
EMPLOYEES
As of March 9, 2010, we have 1 employee.
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RESEARCH AND DEVELOPMENT EXPENDITURES
We anticipate that we will incur research and development expenditures in the
amount of $17,500 during fiscal 2010.
SUBSIDIARIES
None.
PATENTS AND TRADEMARKS
None.
ITEM 1A. RISK FACTORS
RISKS RELATED TO OUR BUSINESS
WE INCURRED HISTORICAL LOSSES AS A RESULT, WE MAY NOT BE ABLE TO GENERATE
PROFITS, SUPPORT OUR OPERATIONS, OR ESTABLISH A RETURN ON INVESTED CAPITAL.
We incurred net losses from our inception, June 5, 2008 to the quarter ended
November 30, 2009 in the amount of $29,148. In addition, we expect to increase
our operating expenses to fund our anticipated growth. We cannot assure you that
any of our business strategies will be successful or that significant revenues
or profitability will ever be achieved or, if they are achieved, that they can
be consistently sustained or increased on a quarterly or annual basis.
WE EXPECT OUR OPERATING LOSSES TO CONTINUE AND WE ARE UNCERTAIN OF OUR ABILITY
TO FUNCTION AS A GOING CONCERN, INDICATING THE POSSIBILITY THAT WE MAY NOT BE
ABLE TO OPERATE IN THE FUTURE.
We expect to incur increased operating expenses during the next 12 months. The
amount of time required for us, as well as the net losses to be incurred in
order for us to reach and sustain profitability is uncertain. The likelihood of
our success must be considered in light of the problems, expenses, difficulties,
and delays frequently encountered in connection with our business, including,
but not limited to the increase in costs to be incurred for research and
development, protection of our intellectual property and the marketing and
delivery of our product. There can be no assurance that we will ever generate
revenue or achieve profitability at all or on any substantial basis. In
addition, we may never secure the funding necessary to continue our operations
beyond the next twelve (12) months. We have no agreements, commitments or
understandings to secure any additional funding. As such, we may not be able to
continue as a going concern and you may lose some or all of your investment in
our common stock.
OUR ADMINISTRATIVE COSTS HAVE INCREASED SINCE WE BECAME A REPORTING COMPANY,
WHICH WILL NEGATIVELY AFFECT OUR PROFITABILITY.
We have incurred additional administrative costs upon becoming a reporting
company. At present, we anticipate that the costs to be incurred in order to
comply with the reporting requirements will be approximately $15,000 for the
next twelve months. Although we have allocated such amount in our financial
projections for the next twelve months, if such estimates are erroneous or
inaccurate, or if we encounter unforeseen costs associated with becoming a
reporting company, we may not be able to carry out our business plan, which
could result in the failure of our business and you could lose your entire
investment.
OUR CUSTOMERS ARE SMALL AND MEDIUM-SIZED BUSINESSES, WHICH CAN BE CHALLENGING TO
COST-EFFECTIVELY REACH, ACQUIRE AND RETAIN.
Our services will be offered and provided to small and medium sized businesses
("SMBs"). To date, we have no customers that have registered for our service. In
order to grow our revenue base, we must, strive to gain customers, sell
additional services to any existing customers that may register with us in the
future and encourage such customers to renew their agreements with us upon
expiry. However, selling to and retaining SMBs can be more difficult than
selling to and retaining large enterprises because SMB customers:
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* are more price sensitive;
* are more difficult to reach with traditional marketing campaigns;
* have high churn rates in part because of the nature of their
businesses;
* often require higher sales, marketing and support expenditures by
vendors that sell to them per revenue dollar; and
* are more vulnerable to negative changes in the general economic
environment that may disrupt continued business operations.
If we are unable to cost-effectively market and sell our service to our target
customers, our ability to grow our revenue quickly and become profitable will be
harmed.
THE MARKET FOR OUR SERVICES IS PRICE SENSITIVE, AND IF THE PRICES WE CHARGE FOR
OUR SERVICES ARE UNACCEPTABLE TO OUR CUSTOMERS, OUR OPERATING RESULTS WILL
SUFFER.
Our services will be provided to SMBs which are very price sensitive. We have
limited experience with respect to determining the appropriate prices for our
services. As the market for our services matures, or as new competitors
introduce new products or services that compete with ours, we may be unable to
renew our agreements with existing customers or attract new customers at the
same price or based on the same pricing model that we may have previously used.
As a result, it is possible that competitive dynamics in our market may require
us to change our pricing model or reduce our prices, which could negatively
impact our revenue, gross margin and operating results.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR CURRENT
BUSINESS AND FUTURE PROSPECTS, AND MAY INCREASE THE RISK OF YOUR INVESTMENT.
Our company has been in existence only since June 2008. Our limited operating
history will make it difficult to evaluate our current business and our future
prospects. We have encountered and will continue to encounter risks and
difficulties frequently experienced by growing companies in rapidly changing
industries. If we do not address these risks successfully, our business will be
harmed, which may increase the risk to an investment in our securities.
WE DEPEND SUBSTANTIALLY ON CUSTOMERS REGISTERING, RENEWING AND UPGRADING THEIR
SUBSCRIPTIONS FOR OUR SERVICES. ANY DECLINE IN OUR CUSTOMER REGISTRATION,
RENEWALS AND UPGRADES WOULD HARM OUR FUTURE OPERATING RESULTS.
Our services will be offered and rendered pursuant to service agreements that
have a specific term and are not automatically renewable. Our ability to grow
will be dependent in part on customers renewing their registration after the
term of their initial subscriptions. Our customers' renewal rates may decline or
fluctuate because of several factors, including their satisfaction or
dissatisfaction with our services, the prices of our services, the prices of
services offered by our competitors or reductions in our customers' spending
levels. If our customers do not renew their subscriptions for our services,
renew on less favorable terms, or do not register for other services offered by
us, our revenue may grow more slowly than expected or decline and our
profitability and gross margins may be harmed.
IF THE SECURITY MEASURES UNDERTAKEN BY US TO PROTECT OUR CUSTOMER'S DATA ARE
BREACHED AND UNAUTHORIZED PARTIES ARE ABLE TO ACCESS A CUSTOMER'S DATA, WE MAY
INCUR SIGNIFICANT LIABILITIES, OUR SERVICE MAY BE PERCEIVED AS NOT BEING SECURE
AND CUSTOMERS MAY CURTAIL OR STOP USING OUR SERVICES.
The services we plan to offer will involve the storage of large amounts of our
customers' financial information. If our security measures are breached as a
result of third-party action, employee error, malfeasance or otherwise, and
someone obtains unauthorized access to our customers' data, we could incur
significant liability to our customers. As a consequence, our business will
suffer and our reputation may be irreparably damaged. Because techniques used to
obtain unauthorized access to, or to sabotage, systems change frequently and
generally are not recognized until launched against a target, we may be unable
to anticipate these techniques or to implement adequate preventive measures. If
an actual or perceived breach of our security occurs, the market perception of
the effectiveness of our security measures could be harmed and we could lose
sales and customers or we may be sued by our customers. We do not have, and are
likely not to have for the foreseeable future, insurance that will adequately
cover any liability to a customer under these circumstances.
IF WE DO NOT ACCURATELY AND TIMELY PROVIDE OUR SERVICES, OUR OPERATING RESULTS
WILL GREATLY SUFFER.
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Our ability to achieve success is dependent on our ability to accurately and
timely provide our bookkeeping and accounting services. Any defect in the
software used by us to provide our services, or any human errors that may occur,
will significantly affect the quality of our end product (i.e. reconciliation of
accounts or reports issued to clients). At this time, we have not established
measures to detect defects in the software used, or to prevent human error. Our
inability to timely detect and prevent such errors will greatly affect our end
product and our operating results may suffer. Customers may also make warranty
claims against us, which could result in an increase in our provision for
doubtful accounts, an increase in collection cycles for accounts receivable or
costly litigation. We do not maintain and do not expect to maintain in the
foreseeable future, insurance to adequately cover these risks.
IF WE DO NOT EFFECTIVELY BUILD AND TRAIN OUR DIRECT SALES FORCE AND OUR SERVICES
AND SUPPORT TEAMS, OUR FUTURE OPERATING RESULTS WILL SUFFER.
We plan to build our direct sales force and our services and support teams to
increase our customer base and revenue. We believe that there is significant
competition for direct sales, service and support personnel with the skills and
technical knowledge that we require. Our ability to achieve significant revenue
growth will depend, in large part, on our success in recruiting, training and
retaining sufficient numbers of personnel to support our growth. New hires
require significant training and, in most cases, take significant time before
they achieve full productivity. Our recent hires and planned hires may not
become as productive as we expect, and we may be unable to hire or retain
sufficient numbers of qualified individuals in the markets where we do business.
If our efforts to build a direct sales force are not successful or do not
generate a corresponding increase in revenue, our business will be harmed.
IF WE ARE UNABLE TO DEVELOP OUR SERVICES TO ADDRESS CHANGING CUSTOMER NEEDS, OR
TO SELL OUR SERVICES INTO NEW MARKETS, OUR REVENUE WILL NOT GROW AS EXPECTED.
Our ability to attract new customers and increase revenue from existing
customers will depend in large part on our ability to enhance and improve our
services, to develop new services to existing clients, as well as to sell into
new markets. The success of any enhancement or new service depends on several
factors, including the timely completion, introduction and market acceptance of
the enhancement or service. Any new service we develop or acquire may not be
introduced in a timely or cost-effective manner and may not achieve the broad
market acceptance necessary to generate significant revenue. Any new markets
into which we attempt to sell our services may not be receptive. If we are
unable to successfully develop or acquire new services, enhance our existing
services to meet customer requirements or sell our services into new markets,
our revenue will not grow as expected.
WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS WHICH MAY NEGATIVELY AFFECT OUR
PROFITABILITY.
The worldwide recession is placing severe constraints on the ability of all
companies, particularly smaller ones, to raise capital, operate effectively and
profitably and to plan for the future. At the present time, it is not clear how
big, or how severe, this economic crisis may be. As a small, start-up company we
will be especially vulnerable to these conditions. If current economic
conditions do not improve, or if it worsens, our business will likely be
affected negatively and will suffer.
IF WE ARE UNABLE TO CONTROL THE COSTS OF PROVIDING OUR SERVICES, WE WILL BE
UNABLE TO EARN PROFIT WITHIN THE TIMEFRAME WE ANTICIPATE.
An important element of our business plan is our ability to control the cost of
providing our services to our clients or customers by retaining qualified
bookkeepers within the Philippines. Retention of such bookkeepers entails
minimal labor costs and our inability to retain qualified bookkeepers in the
Philippines will likely result in an increase in our labor costs. Any increase
in our costs will result in a decrease in our potential profit.
ASSERTIONS BY A THIRD PARTY THAT WE INFRINGE ITS INTELLECTUAL PROPERTY, WHETHER
SUCCESSFUL OR NOT, COULD SUBJECT US TO COSTLY AND TIME-CONSUMING LITIGATION OR
EXPENSIVE LICENSES.
The software and technology industries are characterized by the existence of a
large number of patents, copyrights, trademarks and trade secrets and by
frequent litigation based on allegations of infringement or other violations of
intellectual property rights. As we face increasing competition and become a
publicly traded company, the possibility of intellectual property rights claims
against us may grow. Our technologies may not be able to withstand any
third-party claims or rights against their use. Any intellectual property rights
claim against us, with or without merit, could be time-consuming, expensive to
litigate or settle and could divert management attention and financial
resources. An adverse determination also could prevent us from offering our
suite to our customers and may require that we procure or develop substitute
services that do not infringe.
10
For any intellectual property rights claim against us or our customers, we may
have to pay damages or stop using technology found to be in violation of a third
party's rights. We may have to seek a license for the technology, which may not
be available on reasonable terms, if at all, may significantly increase our
operating expenses or may require us to restrict our business activities in one
or more respects. As a result, we may also be required to develop alternative
non-infringing technology, which could require significant effort and expense.
GOVERNMENT REGULATION OF THE INTERNET AND E-COMMERCE IS EVOLVING, AND
UNFAVORABLE CHANGES OR OUR FAILURE TO COMPLY WITH REGULATIONS COULD HARM OUR
BUSINESS AND OPERATING RESULTS.
As Internet commerce continues to evolve, increasing regulation by federal,
state or foreign agencies may become more likely. For example, the need for
increased regulation in the area of data privacy, and laws and regulations
applying to the solicitation, collection, processing or use of personal or
consumer information has been suggested by a number of politicians and if
enacted could affect our customers' ability to use and share data, potentially
reducing demand for our services. Any regulation imposing greater fees for
Internet use or restricting information exchange over the Internet could result
in a decline in the use of the Internet and the viability of Internet-based
services, which could harm our business and operating results.
WE WILL RELY ON OUR KEY EMPLOYEES AND NEED ADDITIONAL PERSONNEL TO GROW OUR
BUSINESS, AND THE LOSS OF ONE OR MORE KEY EMPLOYEES OR OUR INABILITY TO ATTRACT
AND RETAIN QUALIFIED PERSONNEL COULD HARM OUR BUSINESS.
Our success and future growth depends to a significant degree on the skills and
continued services of our key employee, Guilbert Cuison, our President,
Secretary and Director. Our future success also depends on our ability to
attract, retain and motivate highly skilled technical, managerial, sales,
marketing and service and support personnel, including members of our management
team. Competition for sales, marketing and technology development personnel is
particularly intense in the software and technology industries. As a result, we
may be unable to successfully attract or retain qualified personnel. Our
inability to attract and retain the necessary personnel could harm our business.
We have no employment agreement or insurance policy insuring the life of our
president and thus we are at risk should he become incapacitated, die, or
otherwise voluntarily leave our employ.
OUR OFFICERS AND DIRECTORS ARE INVOLVED IN OTHER BUSINESS ACTIVITIES WHICH MAY
RESULT IN A CONFLICT OF INTEREST.
Our officers and directors currently provide services for others unrelated to
the services they are providing to us. As a result, they may have conflicts of
interest in allocating their time and activities among the Company and their
other business endeavors. Further, we do not have any policies relative to the
amount of time that our officers and directors are required to devote to the
Company, nor do we have any policies or procedures relating to the review and
approval of any transaction that may cause a conflict of interest for our
officers and/or directors. As a result, our officers and/or directors may choose
to allocate their time and business opportunities away from the Company and to
other business endeavors in which they may have a greater financial interest.
RISKS RELATING TO OUR COMMON STOCK
BECAUSE OUR DIRECTORS AND OFFICERS OWN 69.6% OF OUR OUTSTANDING COMMON STOCK,
THEY CAN EXERT SIGNIFICANT INFLUENCE OVER CORPORATE DECISIONS THAT MAY BE
DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our directors and officer collectively own approximately 69.6% of the
outstanding shares of our common stock. Accordingly, they can exert significant
influence in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations, the sale
of all or substantially all of our assets, and a change in control. The
interests of our directors and officers may differ from the interests of our
other shareholders and thus result in corporate decisions that are
disadvantageous to our other shareholders.
OUR COMMON STOCK IS QUOTED ON THE OVER THE COUNTER BULLETIN BOARD BUT HAS NOT
TRADED, AND THERE IS NO ASSURANCE THAT ANY PUBLIC MARKET WILL EVER DEVELOP OR
THAT A VIABLE, LIQUID MARKET WITH LOW VOLATILITY WILL DEVELOP.
Our common stock is quoted on the Over the Counter Bulletin Board (the "OTC
Bulletin Board") under the symbol "BOUT", however, there have been no reported
trades.. A viable public market has not and may never materialize. Even if we
are successful in developing a public market, there may not be enough liquidity
in such market to enable shareholders to sell their stock. If a viable public
market for our common stock does not develop, investors may not be able to
re-sell the shares of our common stock that they have purchased, rendering their
shares effectively worthless and resulting in a complete loss of their
investment.
11
In addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for the common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. Until our common stock is fully distributed and an orderly
market develops in our common stock, if ever, the price at which it trades is
likely to fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for shares of our common stock,
developments affecting our business, including the impact of the factors
referred to elsewhere in these Risk Factors, investor perception of the Company,
and general economic and market conditions. No assurances can be given that an
orderly or liquid market will ever develop for the shares of our common stock.
BECAUSE ARE SUBJECT TO "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY IN OUR
STOCK MAY BE REDUCED.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by penny stock rules adopted by the Securities and Exchange Commission
(the "SEC"). Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on some national securities
exchanges). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER
SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required,
beginning with our fiscal year ending November 30, 2010, to include in our
annual report our assessment of the effectiveness of our internal control over
financial reporting as of the end of such period. Furthermore, our independent
registered public accounting firm will be required to attest to whether our
assessment of the effectiveness of our internal control over financial reporting
is fairly stated in all material respects and separately report on whether it
believes we have maintained, in all material respects, effective internal
control over financial reporting as of November 30, 2010. We have not yet begun
our assessment of the effectiveness of our internal control over financial
reporting and expect to incur additional expenses and diversion of management's
time as a result of performing the system and process evaluation, testing and
remediation required in order to comply with the management certification and
auditor attestation requirements. Further, implementing any appropriate changes
to our internal controls may distract our officers and employees, entail
substantial costs to modify our existing processes and take a significant amount
of time to complete. Also, during the course of our testing, we may identify
other deficiencies that we may not be able to remediate in time to meet the
deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements
of Section 404. In addition, if we fail to achieve and maintain the adequacy of
our internal controls, as such standards are modified, supplemented or amended
from time to time, we may not be able to ensure that we can conclude on an
ongoing basis that we have effective internal controls over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to help
prevent financial fraud. If we cannot provide reliable financial reports or
prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information, and the trading
price of our common stock, if a market ever develops, could drop significantly.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
12
ITEM 2. PROPERTIES
EXECUTIVE OFFICES
We currently maintain our corporate office at 1001 SW 5th Avenue, Suite 1100,
Portland, Oregon, 97204. We pay a monthly rent of $260 for this space.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our Company,
nor of any proceedings that a governmental authority is contemplating against
us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year ended November 30, 2009.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR SECURITIES
Our Common Stock is traded on the over-the-counter market and has been quoted on
the OTCBB under the symbol "BOUT" since November 19, 2009. As of November 30,
2009, the closing price for our Common Stock as reported on the OTCBB was
unavailable, as there have been no reported trades of our Common Stock.
The high and the low bid prices for our Common Stock is based on inter-dealer
prices, without retail mark-up, markdown or commission, and may not represent
actual transactions.
The table below sets forth the range of high and low bid information for our
Common Shares as quoted on the OTCBB for each of the quarters during the fiscal
year ended November 30, 2009 (no quotes are available for the previous fiscal
year as our stock was not yet quoted on the OTC Bulletin Board at such time):
For the Fiscal Year Ended November 30, 2009
For the Quarter ended High Low
--------------------- ---- ---
November 30 N/A N/A
August 31 N/A N/A
May 31 N/A N/A
February 28 N/A N/A
HOLDERS OF OUR COMMON STOCK
On March 9, 2010, the shareholders' list of our common stock showed 39
registered shareholders and 2,300,000 shares outstanding.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our future
dividend policy will be determined from time to time by our board of directors.
13
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of November 30, 2009, we had not adopted an equity compensation plan and had
not granted any stock options.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended November 30, 2009 we have not sold any equity
securities not registered under the Securities Act.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
During each month within the fourth quarter of the fiscal year ended November
30, 2009, neither we nor any "affiliated purchaser," as that term is defined in
Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our Common Stock or
other securities.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.
OUR CONSOLIDATED FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS AND
ARE PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENT
The Company's financial instrument consists of amount due to stockholder.
The amount due to stockholder is non interest-bearing. It is management's
opinion that we are not exposed to significant interest, currency or credit
risks arising from its other financial instruments and that their fair values
approximate their carrying values except where separately disclosed. See
footnote 4 to our financial statements included in Item 8 of this Annual Report
on Form 10-K.
14
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
LOSS PER SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. We have not issued any potentially dilutive common shares.
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
We have not adopted any policy regarding payment of dividends. No dividends have
been paid during the period shown.
INCOME TAXES
We provide for income taxes using an asset and liability approach.
Deferred tax assets are reduced by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. No provision for income taxes is
included in the statement due to its immaterial amount, net of the allowance
account, based on the likelihood of the Company to utilize the loss
carry-forward.
OVERVIEW
We intend to develop an online accounting and bookkeeping services business. We
initially required a minimum amount of $55,000 in order to successfully launch
our Company, which we raised in full through the sale of shares of our common
stock. We have very limited operations and no source of revenue at this time.
Our operating plan is as follows:
EARLY STAGE DEVELOPMENT: We plan to establish an "INFORMATION ONLY" web site in
the second quarter of 2010. This will offer general information about the
company and service offerings while the development phase is underway. We will
continuously update this website, add tutorials, white papers, Frequently Asked
Questions, etc.
OUTSIDE SOFTWARE CONTRACTOR: A software contractor is necessary for the
establishment and creation of our website. Selecting the contractor is a
critical component to our business and a contractor will be selected based on
qualifications and the contractor's ability to work with us in the time
allotted. We expect that this step will take one month to complete.
SPECIFICATIONS AND HIGH-LEVEL DESIGN: The work on the specifications and
high-level design will be in a collaborative manner between our officer and
directors, Guilbert Cuison and Jerome Golez, and the software contractor. We
expect to complete specifications for the product and high level design within
two months after the selection of a software contractor.
15
WEB HOSTING COMPANY: The choice of a web hosting company will be based on our
track record, client references, ability to perform daily and whether the web
hosting company has sufficient infrastructure for emergency back up. We intend
on signing a one year agreement with a web hosting firm in the first month after
receiving funding. We expect to lease two servers, one for development and one
for deployment.
DATABASE CONFIGURATION AND DESIGN: The contractor will be responsible for
developing the client database. The database will be developed in a highly
secure online format to protect the privacy of our clients. Our management team
will work closely with the software contractor to insure proper and secure
design and implementation of the database.
During this first year of operation, our management team will contribute to the
long-term growth and success of the business by donating their time without
charge to the business. Each of Mr. Cuison and Mr. Golez are committed to
spending at least 25 to 30 hours per week on company business.
RESULTS OF OPERATIONS
We are a development stage company with no established source of revenue. This
raises substantial doubt about our ability to continue as a going concern.
Without realization of additional capital, it would be unlikely for us to
continue as a going concern. Since inception, our activities have been supported
by equity financing, and as of November 30, 2009, we have sustained losses in
the amount of $29,148.
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company with no operating history. Since inception,
we have raised $55,000 through the sale or our common stock and have incurred
expenses of $29,148. We will require approximately $30,000 for the next twelve
(12) month period in order to fully execute our business plan, which amount
includes an estimated $5,000 for the development of our website and
approximately $15,000 for costs related to becoming a publicly reporting
company. The funds necessary for our operations during the next twelve (12)
months will be taken solely from the funds received to date from the various
shareholders as we have not generated any revenues. In the event that we do not
generate revenues within twelve (12) months after the launch of our website, we
will require additional funding to continue our operations. At this time, we
have no agreements, commitments or understandings to secure any additional
funding. Given current market conditions, it may be difficult for us to obtain
the funding necessary to continue our operations beyond the next twelve (12)
months. Even if such funding is available, no assurance can be given that such
will be on terms favorable to us.
We anticipate that we will experience substantial growth during the first two
(2) years of operations. We also anticipate that the Company will require
approximately $50,000 in order to sufficiently provide for our operational costs
during the first two (2) years of operations, including those expenses
associated with becoming a publicly reporting company. Managing growth and the
start-up of our business are likely to be a significant challenge to us, not
only in terms of the implementation of our business plan, but also in dealing
with the added pressures and costs of becoming a publicly reporting company. For
instance, as a result of becoming a publicly reporting company, we are incurring
additional accounting and legal costs in order to comply with the annual and
quarterly filing requirements imposed by the SEC. Moreover, the Sarbanes-Oxley
Act of 2002 imposes compliance and administrative rules on publicly reporting
companies relating to the implementation, documentation and testing of internal
controls over financial reporting. In addition, the current economic environment
has resulted in a number of proposed regulations to be imposed on publicly
traded companies, including those relating to enhanced disclosure laws and
requirements and those relating to compensation of directors and officers. As
such, members of our management team, none of whom have served as officers and
directors of a publicly traded company, will be required to familiarize
themselves with the various rules and regulations to be imposed on the Company
once it becomes a publicly reporting company. These challenges will be imposed
upon us during a relatively short time frame.
16
Our officers are also based in Singapore, which poses a unique set of challenges
for us. Since the Company will be providing Internet based products and
services, we believe that it is unnecessary for our officers to be based in the
United States in order for them to effectively operate or manage the Company or
to market our products within the U.S. Our target customers are small and medium
sized business within the United States and as such, our officers may, on
occasion, be required to travel to and from Singapore to the Company's main
office located in the State of Nevada for business development purposes, which
will entail additional costs on the part of the Company and poses challenges for
our managers associated with such travel.
GOING CONCERN CONSIDERATION
The report of our independent registered accounting firm expresses concern about
our ability to continue as a going concern based on the absence an established
source of revenue, recurring losses from operations. Please see footnote 8 to
our financial statements included in Item 8 of this Annual Report on Form 10-K
for additional information.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
NOVEMBER 30, 2009
Report of Independent Registered Public Accounting Firm 19
Balance Sheets as of November 30, 2009 and 2008 20
Statements of Operations for the periods ended November 30, 2009
and 2008 and the period from June 5, 2008 (inception) to
November 30, 2009 21
Statement of Stockholders' Equity as of November 30, 2009 22
Statements of Cash Flows for the periods ended November 30, 2009
and 2008 and the period from June 5, 2008 (inception) to
November 30, 2009 23
Notes to the Financial Statements 24
18
Silberstein Ungar, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Business Outsourcing Services, Inc.
Portland, Oregon
We have audited the accompanying balance sheets of Business Outsourcing
Services, Inc. (the "Company") as of November 30, 2009 and 2008, and the related
statements of operations, stockholders' equity, and cash flows for the periods
then ended and for the period from June 5, 2008 (inception) through November 30,
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 audit.
We conducted our audits in accordance with the 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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Business Outsourcing Services,
Inc. as of November 30, 2009 and 2008 and the results of its operations and its
cash flows for the periods then ended and the period from June 5, 2008
(inception) through November 30, 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 8 to the
financial statements, the Company has limited working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these
matters are described in Note 8. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
--------------------------------------
Bingham Farms, Michigan
February 8, 2010
19
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF NOVEMBER 30, 2009 AND 2008
November 30, November 30,
2009 2008
-------- --------
ASSETS
Current assets
Cash and cash equivalents $ 16,424 $ 55,000
Prepaid expenses 428 --
-------- --------
Total Current Assets 16,852 55,000
Other assets
Website development costs 15,000 --
-------- --------
Total Assets $ 31,852 $ 55,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable $ 1,500 $ --
Accrued expenses 4,000 3,000
Due to stockholder 500 500
Total Liabilities 6,000 3,500
-------- --------
Stockholders' equity
Common stock, par value $0.001, 50,000,000 shares authorized,
2,300,000 shares issued and outstanding 2,300 2,300
Additional paid-in capital 52,700 52,700
Deficit accumulated during the development stage (29,148) (3,500)
-------- --------
Total Stockholders' Equity 25,852 51,500
-------- --------
Total Liabilities and Stockholders' Equity $ 31,852 $ 55,000
======== ========
The accompanying notes are an integral part of these financial statements.
20
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED NOVEMBER 30, 2009 AND 2008
AND THE PERIOD FROM JUNE 5, 2008 (INCEPTION) TO NOVEMBER 30, 2009
Period from
June 5, 2008
Year Ended Period Ended (Inception) To
November 30, November 30, November 30,
2009 2008 2009
---------- ---------- ----------
REVENUES $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
Accounting and legal 20,560 3,000 23,560
Transfer agent and filing fees 4,290 -- 4,290
General & administrative expenses 798 -- 798
Incorporation costs -- 500 500
---------- ---------- ----------
TOTAL OPERATING EXPENSES 25,648 3,500 29,148
---------- ---------- ----------
LOSS FROM OPERATIONS (25,648) (3,500) (29,148)
PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------
NET LOSS $ (25,648) $ (3,500) $ (29,148)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 2,300,000 2,300,000
========== ==========
The accompanying notes are an integral part of these financial statements.
21
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
AS OF NOVEMBER 30, 2009
Deficit
Accumulated
Common Stock Additional During the Total
------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, June 5, 2008 -- $ 0 $ 0 $ 0 $ 0
Shares issued to founder on
June 5, 2008 @ $0.0125 per share 1,600,000 1,600 18,400 -- 20,000
Private placement on June 5, 2008
@ $0.05 per share 700,000 700 34,300 -- 35,000
Net loss for the period
ended November 30, 2008 -- -- -- (3,500) (3,500)
--------- ------- -------- -------- --------
Balance, November 30, 2008 2,300,000 2,300 52,700 (3,500) 51,500
Net loss for the year ended
November 30, 2009 -- -- -- (25,648) (25,648)
--------- ------- -------- -------- --------
Balance, November 30, 2009 2,300,000 $ 2,300 $ 52,700 $(29,148) $ 25,852
========= ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
22
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED NOVEMBER 30, 2009 AND 2008
AND THE PERIOD FROM JUNE 5, 2008 (INCEPTION) TO NOVEMBER 30, 2009
Period from
June 5, 2008
Year Ended Period Ended (Inception) To
November 30, November 30, November 30,
2009 2008 2009
-------- -------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $(25,648) $ (3,500) $(29,148)
Adjustments to reconcile net loss to net
cash used in operating activities:
(Increase) in prepaid expenses (428) -- (428)
Increase in accounts payable 1,500 -- 1,500
Increase in accrued expenses 1,000 3,000 4,000
Increase in due to stockholder -- 500 500
-------- -------- --------
Cash flows used in operating activities (23,576) -- (23,576)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Website development costs (15,000) -- (15,000)
-------- -------- --------
Cash flows used in investing activities (15,000) -- (15,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- 55,000 55,000
-------- -------- --------
Cash flows provided by financing activities -- 55,000 55,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (38,576) 55,000 16,424
Cash, beginning of the period 55,000 -- --
-------- -------- --------
CASH, END OF THE PERIOD $ 16,424 $ 55,000 $ 16,424
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
23
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
NOTE 1 - NATURE OF OPERATIONS
Business Outsourcing Services, Inc. ("the Company"), incorporated in the state
of Nevada on June 5, 2008, intends to engage in providing online bookkeeping
services to small and medium sized companies.
The Company has limited operations and is considered to be in the development
stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENT
The Company's financial instrument consists of an amount due to stockholder. The
amount due to stockholder is non interest-bearing. It is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from its other financial instruments and that their fair values
approximate their carrying values except where separately disclosed. See Note 4
below.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
LOSS PER SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
REVENUE RECOGNITION
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
24
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company provides for income taxes using an asset and liability approach.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the
tax rates in effect currently. Deferred tax assets are reduced by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.
STOCK-BASED COMPENSATION
As of November 30, 2009, the Company has not issued any stock-based payments to
its employees. The Company uses the modified prospective method of accounting
for stock-based compensation. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1, 2006, based on the estimated grant-date fair
value.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent Events".
Companies are now required to disclose the date through which subsequent events
have been evaluated by management. Public entities (as defined) must conduct the
evaluation as of the date the financial statements are issued, and provide
disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10)
provides that financial statements are considered "issued" when they are widely
distributed for general use and reliance in a form and format that complies with
GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending
after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165
(ASC 855-10) during the year ended November 30, 2009 did not have a significant
effect on the Company's financial statements as of that date. In connection with
the preparation of the accompanying financial statements as of November 30,
2009, management evaluated subsequent events through the date that such
financial statements were issued (i.e., filed with the SEC on March __, 2010).
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
("SFAS 168" or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The adoption
of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company's results of
operations or financial condition. The Codification did not change GAAP,
however, it did change the way GAAP is organized and presented.
As a result, these changes impact how companies reference GAAP in their
financial statements and in their significant accounting policies. The Company
implemented the Codification in this Report by providing references to the
Codification topics alongside references to the corresponding standards.
With the exception of the pronouncements noted above, no other accounting
standards or interpretations issued or recently adopted are expected to have a
material impact on the Company's financial position, operations or cash flows.
25
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
NOTE 3 - WEBSITE DEVELOPMENT COSTS
The Company has hired a third party to develop a website for the Company. As of
November 30, 2009, the website is under construction, and is expected to be
functional by approximately mid-2010. Once the website is functional, the
website development costs will be amortized over a period of five years.
NOTE 4 - DUE TO STOCKHOLDER
The amount owing to stockholder is unsecured, non-interest bearing and has no
specific terms of repayment. As of November 30, 2009 and 2008, there is a
balance owing to a stockholder of the Company in the amount of $500.
NOTE 5 - STOCKHOLDERS' EQUITY
The Company has 50,000,000 common shares authorized at a par value of $0.001 per
share.
During the period ended November 30, 2008, the Company issued 2,300,000 common
shares for total proceeds of $55,000.
As of November 30, 2009 and 2008, the Company has no warrants or options
outstanding.
NOTE 6 - INCOME TAXES
The provision for Federal income tax consists of the following:
November 30, November 30,
2009 2008
-------- --------
Refundable Federal income tax attributable to:
Current operations $ 8,720 $ 1,190
Less: valuation allowance (8,720) (1,190)
-------- --------
Net provision for Federal income taxes $ -- $ --
======== ========
The cumulative tax effect at the expected rate of 34% of significant items
comprising the Company's net deferred tax amount is as follows:
November 30, November 30,
2009 2008
-------- --------
Deferred tax asset attributable to:
Net operating loss carryover $ 9,910 $ 1,190
Less: valuation allowance (9,910) (1,190)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of $29,148 for federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur
net operating loss carry forwards may be limited as to use in future years.
26
BUSINESS OUTSOURCING SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
NOTE 7 - RELATED PARTY TRANSACTION
As of November 30, 2009 and 2008, there is a balance owing to a stockholder of
the Company in the amount of $500.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has no established source
of revenue. This raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.
The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $29,148 as of November 30, 2009. Management continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to November 30, 2009 and has determined that it does not have any
material subsequent events to disclose in these financial statements.
27
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of November 30, 2009, we carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our management, our President and Secretary
(Principal Executive Officer and Principal Financial Officer). Based upon the
results of that evaluation, our management has concluded that, as of November
30, 2009, our disclosure controls and procedures were effective and provide
reasonable assurance that material information related to our Company required
to be disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC"s rules and forms, and that such information is accumulated and
communicated to management to allow timely decisions on required disclosure.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
This Annual Report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the Company's registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.
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, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
28
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE
OFFICER AND DIRECTORS
Our officers and directors and their ages and positions are as follows:
Name of Officer Age Position
--------------- --- --------
Guilbert Cuison 42 President, Secretary
Jerome Golez 41 Treasurer
GUILBERT CUISON, PRESIDENT, SECRETARY AND BOARD MEMBER. Apart from serving as
the President, Secretary and as a member of the board of directors of the
Company, Mr. Cuison also serves as a GNCC Level 2 Engineer at Citigroup in
Singapore, which position he assumed in October 2007. As a Level 2 Engineer, he
is responsible for a wide range of tasks including, performance of level 2
troubleshooting for EMEA, ASPAC and Japan regions for chronic and / or critical
problems, assisting in root causing of all outages, the overall support of the
Citibank network infrastructure, escalation of issues and / or outages to
regional and global engineering and perform proactive audits on network devices.
Prior to joining Citigroup, Mr. Cuison worked at AT&T as the Change Control
Administrator / Network Engineer from June to October 2007 and October 2005 to
December 2006. From December 2006 to June 2007, Mr. Cuison was employed by
Hewlett Packard as its Resident Network Engineer. Gilbert Cuison has gained
extensive experience in the computer field of network services and Accounting
application software. Over the last twelve years he has worked in increasingly
more complex positions involving local and wide area networks. Mr. Cuison
received his Bachelor of Science in Electronics and Communication Engineering
from Saint Louis University in 1989.
JEROME GOLEZ, TREASURER AND BOARD MEMBER. Apart from serving as the Treasurer
and as a member of the board of directors of the Company, Mr. Golez also serves
as a Sales Executive for Kenwood Electronics Singapore PTE. Ltd. in Singapore,
where he has been employed since July 2005. At Kenwood, Mr. Golez is responsible
for the sales and marketing of the company's products at the regional level
covering accounts in India, the Philippines and other accounts. Prior to joining
Kenwood, Mr. Golez worked as the Sony Product Manager for Keylargo Philippines
Inc. in the Philippines from January 2005 to June 2005 where he was responsible
for developing sales and marketing strategies to achieve profitability, build
brand equity and promote the Sony line of car audio products. These efforts
helped to establish the Sony Xplod products in the mainstream of the Philippine
automotive marketplace. From 1993 to 2005, Mr. Golez worked as the Brand Manager
for Super Manufacturing Inc., Philippines where he managed the Kenwood product
line including point of sale, product presentation, sales training and account
management. Mr. Golez received his Bachelor of Arts from Saint Louis University
in 1988.
TERM OF OFFICE
Our directors are appointed for a one-year term to hold office until the next
annual meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
COMMITTEES OF THE BOARD OF DIRECTORS
To date, our Board of Directors has not established a nominating and governance
committee, a compensation committee, nor an audit committee, nor do we have an
audit committee "financial expert."
CODE OF ETHICS
We currently do not have a Code of Ethics.
29
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers, and stockholders holding more than 10% of the
outstanding common stock of companies with a class of equity securities
registered pursuant to Section 12 of the Exchange Act, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in beneficial ownership of the common stock. Executive officers,
directors and greater-than-10% stockholders are required by SEC regulations to
furnish the issuer with copies of all Section 16(a) reports they file. During
the fiscal year ended November 30, 2009, our common stock was not registered
under Section.12 of the Exchange Act, and as such, no reports required under
Section 16(a) were filed during that time.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of compensation paid to the following persons during the fiscal
period ended November 30, 2009 are set out in the summary compensation table
below:
* our Chief Executive Officer (Principal Executive Officer);
* each of our two most highly compensated executive officers, other than
the Principal Executive Officer, who were serving as executive
officers at the end of the fiscal year ended November 30, 2009; and
* up to two additional individuals for whom disclosure would have been
provided under the item above but for the fact that the individual was
not serving as our executive officer at the end of the fiscal year
ended November 30, 2009;
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Fiscal Year Incentive Deferred
Principal Ended Stock Option Plan Compensation All Other
Position November 31, Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ------------ --------- -------- --------- --------- --------------- ----------- --------------- --------
Guilbert Cuison 2009 0 0 0 0 0 0 0 0
President/ 2008 0 0 0 0 0 0 0 0
Secretary/
Board Member
Jerome Golez 2009 0 0 0 0 0 0 0 0
Treasurer/ 2008 0 0 0 0 0 0 0 0
Board Member
30
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
---------------------------------------------------------------- ------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Guilbert -- -- -- -- -- -- -- -- --
Cuison
President/
Secretary/
Board Member
Jerome -- -- -- -- -- -- -- -- --
Golez
Treasurer/
Board Member
OPTION GRANTS AND EXERCISES
There were no option grants or exercises by any of the executive officers named
in the Summary Compensation Table above.
EMPLOYMENT AGREEMENTS
We have not entered into employment and/or consultant agreements with our
Directors and officers.
COMPENSATION OF DIRECTORS
All directors receive reimbursement for reasonable out-of-pocket expenses in
attending board of directors meetings and for promoting our business. From time
to time we may engage certain members of the board of directors to perform
services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties. Our directors have not received any compensation for the fiscal year
ended November 30, 2009.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The table below sets forth the number and percentage of shares of our common
stock owned as of March 9, 2010, by the following persons: (i) stockholders
known to us who own 5% or more of our outstanding shares, (ii) each of our
Directors, and (iii) our officers and Directors as a group. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.
31
Amount and
Nature of
Name and Address of Beneficial Percentage
Title of Class Beneficial Owner (2) Ownership (1) of Class (1)
-------------- -------------------- ------------- ------------
Common Stock Guilbert Cuison 800,000 34.8%
Common Stock Jerome Golez 800,000 34.8%
All officers and
directors as a
group (2 persons) 1,600,000 69.6%
----------
(1) Based on 2,300,000 shares of our common stock outstanding.
(2) Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of common stock that an individual or group has a right
to acquire within 60 days pursuant to the exercise of options or warrants
are deemed to be outstanding for the purposes of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding
for the purposes of computing the percentage ownership of any other person
shown in the table.
There are no existing arrangements that may result in a change in control of the
Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
The following table sets forth information regarding our equity compensation
plans as of November 30, 2009.
Number of Securities to be Number of Securities
Issued Upon Exercise of Weighted-Average Exercise Remaining Available for
Outstanding Options, Price of Outstanding Options, Future Issuance Under
Warrants and Rights Warrants and Rights Equity Compensation Plans
Plan Category (a) (b) (excluding column (a))
------------- ------------------- ------------------- -------------------------
Equity Compensation Plans -- -- --
Approved by Security
Holders
Equity Compensation Plans -- -- --
Not Approved by Security
Holders
Total -- -- --
32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Other than the transactions discussed below, we have not entered into any
transaction since the last fiscal year nor are there any proposed transactions
that exceed one percent of the average of our total assets at year end for the
last three completed fiscal years in which any of our Directors, executive
officers, stockholders or any member of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.
On June 5, 2008, we sold 1,600,000 shares of our common stock to our directors
for cash payment to us of $20,000. We believe this issuance was exempt under
Regulation S of the Securities Act. No advertising or general solicitation was
employed in offering the securities. The offering and sale were made only to Mr.
Cuison and Mr. Gomez who are non-U.S. citizens, and transfers were restricted by
us in accordance with the requirements of the Securities Act of 1933.
On June 5, 2008 our director provided the Company with a working capital loan in
the amount of $500. The loan is non-interest bearing, unsecured, and has no
specific terms of repayment.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
For the year ended November 30, 2009, Silberstein Ungar, PLLC (formerly Maddox
Ungar Silberstein, PLLC) billed us for $4,000 in audit fees.
REVIEW FEES
Silberstein Ungar, PLLC (formerly Maddox Ungar Silberstein, PLLC) billed us
$2,725 for reviews of our quarterly and S-1/A financial statements in 2009 that
are not reported under Audit Fees above.
TAX AND ALL OTHER FEES
We did not pay any fees to Silberstein Ungar, PLLC (formerly Maddox Ungar
Silberstein, PLLC) for tax compliance, tax advice, tax planning or other work
during our fiscal year ended November 30, 2009.
33
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit Description
------- -----------
3.1 Articles of Incorporation. (Attached as Exhibit 3.1 to our
Registration Statement on Form S-1 originally filed with the SEC on
April 2, 2009 and incorporated herein by reference.)
3.2 Bylaws. (Attached as Exhibit 3.2 to our Registration Statement on Form
S-1 originally filed with the SEC on April 2, 2009 and incorporated
herein by reference.)
4.1 Specimen Stock Certificate (Attached as Exhibit 4.1 to our
Registration Statement on Form S-1 originally filed with the SEC on
April 2, 2009 and incorporated herein by reference.)
10.1 Subscription Agreement dated June 5, 2008 between Business Outsourcing
Services, Inc. and Guilbert Cuison (Attached as Exhibit 10.1 to our
Registration Statement on Form S-1 originally filed with the SEC on
April 2, 2009 and incorporated herein by reference.)
10.2 Subscription Agreement dated June 5, 2008 between Business Outsourcing
Services, Inc. and Jerome Golez (Attached as Exhibit 10.2 to our
Registration Statement on Form S-1 originally filed with the SEC on
April 2, 2009 and incorporated herein by reference.)
10.3 Form of Subscription Agreement (Attached as Exhibit 10.3 to our
Registration Statement on Form S-1 originally filed with the SEC on
April 2, 2009 and incorporated herein by reference.)
23.1 Consent of Silberstein Ungar, PLLC CPAs and Business Advisors
31.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
March 12, 2010
BUSINESS OUTSOURCING SERVICES, INC.
By: /s/ Guilbert Cuison
---------------------------------------
Guilbert Cuison
President
(Principal Executive Officer, Principal
Accounting Officer and Principal
Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Guilbert Cuison President, Secretary and Director March 12, 2010
------------------------------ (Principal Executive Officer, Principal
Accounting Officer and Principal
Guilbert Cuison Financial Officer)
/s/ Jerome Golez Treasurer and Director March 12, 2010
------------------------------
Jerome Golez
35