U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2007 Commission File No. 333-4066
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
KAYENTA KREATIONS, INC.
(Name of small business issuer in its charter)
Nevada 87-0554463
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
311 South State Street, Suite 460, Salt Lake City, Utah 84111
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (801) 364-9262
(Former name, former address and former fiscal year, if changed since last
report)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the Issuer (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 Issuer was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. (Not applicable) [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes X No
The Issuer's revenues for its most recent fiscal year. $ -0-
The aggregate market value of voting stock held by non-affiliates is not
determinable because of the lack of any meaningful market value quotations.
(See Item 5 herein).
The number of shares outstanding of the Issuer's common stock at December 31,
2007: 1,316,292
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT.
Kayenta Kreations, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on December 26, 1995. In connection with its
organization, the President and founders of the Company contributed $8,000
cash to initially capitalize the Company in exchange for 800,000 shares of
Common Stock.
The Company then registered a public offering of its securities to raise
funds from such offering with which to commence business operations. The
Company filed with the Securities and Exchange Commission a registration
statement on Form SB-2, Commission File No. 333-4066, which became effective
October 21, 1996. Pursuant thereto the Company sold 218,900 shares of its
common stock to the public at $.25 per share and raised gross proceeds of
$54,725.
The offering was completed in February, 1997. The Company then used the
net proceeds from this offering to provide the working capital necessary to
commence business operations. However, the Company did not generate any
significant revenues from operations and is still considered a development
stage company.
(B) BUSINESS OF COMPANY.
The Company was engaged in the business of producing and marketing
specialty children's coloring art books and art coloring pencils. This
business was not successful and operations were eventually discontinued. The
Company is not presently engaged in any significant business activities and
has no operations. Presently the Company's principal activity has been to
investigate potential acquisitions. The Company has entered into a non-binding
letter of intent to acquire all of the issued and outstanding common stock of
GeoSpatial Mapping Systems, Inc., a privately-held Delaware corporation with
its principal headquarters located in Pittsburgh, PA.
The proposed acquisition is subject to certain conditions and will
involve a change in stockholder control of the Company, change of management,
change of corporate name, change of corporate headquarters and other
significant matters. The proposed acquisition is expected to involve a 2.8 to
1 forward stock split of the currently outstanding shares of common stock of
the Company. Subject to the conditions precedent, the Acquisition was proposed
to be completed in mid-January, 2008, but is now proposed to close prior to
April 30, 2008.
EMPLOYEES
The Company presently has no salaried employees, and does not presently
anticipate the need to hire employees. The sole officer of the Company will
not be employed full time presently and will not receive a regular salary or
wage or other cash compensation for her time, unless and until the Company's
business operations develop to the point where a full time or other extensive
time commitment is required.
ITEM 2. PROPERTIES
The Company presently has no office facilities but for the time being
will use the office address of Ms. Brenda White, its President, in Salt Lake
City, Utah, on a rent free basis as its principal business address.
Management does not intend to seek other office arrangements immediately, but
will seek such arrangements at such time in the future as the Company's
business requires more extensive facilities, which is not anticipated in the
immediate future.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
The Company's public offering closed in February, 1997 and the Common
Stock of the Company was eligible for trading in the over-the-counter market
after that time. The common stock is quoted under the symbol "KKRI", but has
not been traded in the over-the-counter market except on a very limited and
sporadic basis. The following sets forth high and low bid price quotations for
each calendar quarter during the last two fiscal years that trading occurred
or quotations were available. Such quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
Quarter Ended High Low
March 31, 2006 1.01 .99
June 30, 2006 1.01 1.01
September 30, 2006 2.25 1.50
December 31, 2006 1.12 1.12
March 31, 2007 1.14 1.12
June 30, 2007 1.14 1.14
September 30, 2007 1.14 1.14
December 31, 2007 1.14 1.14
(B) HOLDERS.
As of March 12, 2008, there were 11 record holders of the Company's
Common Stock.
(C) DIVIDENDS.
The Company has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future. It is the present intention of management to utilize all
available funds for the development of the Company's business. The only
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by law.
Under Nevada corporate law, no dividends or other distributions may be made
which would render the Company insolvent or reduce assets to less than the sum
of its liabilities plus the amount needed to satisfy any outstanding
liquidation preferences.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company was incorporated on December 26, 1995. The Company has not
yet generated any significant revenues from operations and is considered a
development stage company. Management's plan of operation for the next twelve
months is to continue to receive shareholder advances to provide general
working capital. The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company, and (ii) search
for potential businesses, products, technologies and companies for
acquisition. The Company has experienced losses from its inception. The
Company was engaged in the business of producing and marketing specialty
children's coloring art books and art coloring pencils. This business was not
successful and operations were eventually discontinued. The Company is not
presently engaged in any significant business activities and has no
operations. Presently the Company's principal activity has been to investigate
potential acquisitions. The Company has entered into a non-binding letter of
intent to acquire all of the issued and outstanding common stock of GeoSpatial
Mapping Systems, Inc., a privately-held Delaware corporation with its
principal headquarters located in Pittsburgh, PA.
The proposed acquisition is subject to certain conditions and will
involve a change in stockholder control of the Company, change of management,
change of corporate name, change of corporate headquarters and other
significant matters. The proposed acquisition is expected to involve a 2.8 to
1 forward stock split of the currently outstanding shares of common stock of
the Company. Subject to the conditions precedent, the Acquisition was proposed
to be completed in mid-January, 2008, but is now proposed to close prior to
April 30, 2008. The Company has no operating capital or income producing
assets. In light of these circumstances, the ability of the Company to
continue as a going concern is substantially in doubt. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty. Management believes their plans will provide the
corporation with the ability to continue in existence. Management plans to
maintain its filings and curtail operations and activities to keep it in
existence. This may require additional advances from stockholders to pay
accounting and legal fees associated with its filings.
ITEM 7. FINANCIAL STATEMENTS.
See attached Financial Statements and Schedules.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles or practices or
financial statement disclosure.
ITEM 8A. CONTROLS AND PROCEDURES.
The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:
designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under their supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which the periodic reports are
being prepared;
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the issuer's disclosure controls and
procedures as of the end of the fiscal year (the "Evaluation Date").
Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:
any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;
any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or
any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).
Changes in internal control over financial reporting. There was no
significant change in the issuer's internal control over financial reporting
that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the issuer's internal
control over financial reporting.
Management's assessment of internal controls. Management has made an
assessment of the issuer's internal controls as of the end of the fiscal year.
The Company has no employees and very few transactions. Management approves
all disbursements and has hired outside accountants to prepare financial
statements and to assure that disclosures are adequate. Management's
assessment is that internal controls and procedures over financial reporting
are effective. This annual report does not include an attestation report of
the company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the company to provide
only management's report in this annual report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the sole director and executive officer
of the Company, her age, and all offices and positions with the Company. A
director is elected for a period of one year and thereafter serves until his
or her successor is duly elected by the stockholders and qualifies. Officers
and other employees serve at the will of the Board of Directors.
Term Served As Positions
Name of Director Age Director/Officer With Company
Brenda White 48 Since February 15, President &
2002 Secretary/Treasurer
Michelle Barlow resigned February 15, 2002, as the sole director and
executive officer of the Company, and appointed Brenda White to replace her.
Brenda White now serves as management of the Company. A brief description of
her background and business experience is as follows:
Brenda White serves as President, Secretary/Treasurer and Director of
the Company. She has been employed since 1995 as the secretary of Lynn Dixon,
a principal shareholder of the Company, and serves at his request. Ms. White
holds no directorships in any other company subject to the reporting
requirements of the Securities Exchange Act of 1934.
(B) IDENTIFY SIGNIFICANT EMPLOYEES.
None other than the person previously identified.
(C) FAMILY RELATIONSHIPS.
None
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
Except as described herein above, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.
(E) AUDIT COMMITTEE FINANCIAL EXPERT. The issuer does not have an
audit committee financial expert serving on its audit committee, due to lack
of funds. The Company is not presently engaged in any significant business
activities and has no operations or assets.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) is
inapplicable.
CODE OF ETHICS. The issuer has adopted a code of ethics that applies to
the issuer's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. For purposes of this Item, the term code of ethics means written
standards that are reasonably designed to deter wrongdoing and to promote:
Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships; Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the issuer files with, or submits to, the
Commission and in other public communications made by the issuer; Compliance
with applicable governmental laws, rules and regulations; The prompt internal
reporting of violations of the code to the board of directors or another
appropriate person or persons; and Accountability for adherence to the code.
The issuer hereby undertakes to provide to any person without charge, upon
request, a copy of such code of ethics. Such request may be made in writing to
the board of directors at the address of the issuer.
ITEM 10. EXECUTIVE COMPENSATION.
The sole officer/director is entitled to reimbursement of any out of
pocket expenses reasonably and actually incurred on behalf of the Company.
Presently, the officer only devotes a portion of her time to the affairs of
the Company. She is not employed full time and does not receive a regular
salary, wage for her time, and will not unless and until the Company's
business operations develop to the point where a full time or other extensive
time commitment is required. The Company presently has no formal employment
agreements or other arrangements or understandings with the officer regarding
the commitment of time or the payment of salaries or other compensation.
However, the officer is prepared to devote such time as may be necessary to
the development of the Company's business. The amounts of compensation and
other terms of any full time employment arrangements with Ms. White would be
determined if and when such arrangements become necessary.
COMPENSATION OF DIRECTORS None
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock with respect to each
director of the Company, each person known to the Company to be the beneficial
owner of more than five percent (5%) of said securities, and all directors and
executive officers of the Company as a group:
Title of Amount and Nature of Percent
Name and Address Class Beneficial Ownership of Class
Brenda White Common 10,000 shares 0.8%
311 S. State, #460
Salt Lake City, UT 84111
Lynn Dixon Common 577,392 shares 43.9%
311 S. State, #460
Salt Lake City, UT 84111
Thomas G. Kimble Common 500,000 shares 38%
311 S. State, #460
Salt Lake City, UT 84111
All officers and Common 10,000 shares 0.8%
directors as a group
(1 person)
The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership. All shares are owned
beneficially and of record except 275,000 shares owned beneficially by Lynn
Dixon in the name of Elvena, Inc., a corporation solely owned by him. On April
12, 2005, Lynn Dixon sold 500,000 of the shares registered in his name to
Thomas G. Kimble and 10,000 shares to Van Butler.
CHANGES IN CONTROL
Presently the Company's principal activity has been to investigate
potential acquisitions as referred to in Item 1 of this Form 10-KSB. The
Company has entered into a non-binding letter of intent to acquire all of the
issued and outstanding common stock of GeoSpatial Mapping Systems, Inc., a
privately-held Delaware corporation with its principal headquarters located in
Pittsburgh, PA.
The proposed acquisition is subject to certain conditions and will
involve a change in stockholder control of the Company, change of management,
change of corporate name, change of corporate headquarters and other
significant matters. The proposed acquisition is expected to involve a 2.8 to
1 forward stock split of the currently outstanding shares of common stock of
the Company. Subject to the conditions precedent, the acquisition was proposed
to be completed in mid-January, 2008, but is now proposed to close prior to
April 30, 2008.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:
In connection with the organization of the Company, its founding
shareholders paid an aggregate of $8,000 cash to purchase 800,000 shares of
Common Stock of the Company. Upon incorporation, $5,000 was initially
contributed in exchange for 500,000 shares of Common Stock. Subsequently in
March of 1996, an additional $3,000 was contributed in exchange for 300,000
shares of Common Stock.
On February 27, 2002, additional common stock was issued to Lynn Dixon;
100,000 shares in exchange for $10,000 cash, and 130,142 shares in
cancellation of indebtedness totaling $13,014.17 of principal and accrued
interest. Also, 67,250 shares were issued to an entity controlled by Eslie
Barlow in cancellation of indebtedness totaling $6,179.64 of principal and
accrued interest. This increased the total issued and outstanding common stock
to 1,316,292 shares.
The Company presently has no office facilities but for the time being
will use as its business address the office address of Ms. Brenda White on a
rent free basis, until such time as the Company may require more extensive
facilities and the Company has the financial ability to rent commercial office
space. There is presently no formal written agreement for the use of such
facilities, and no assurance that such facilities will be available to the
Company on such a basis for any specific length of time.
Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $60,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor is the Company aware of any relationship in which a director or nominee
for director of the Company was also an officer, director, nominee for
director, greater than 10% equity owner, partner, or member of any firm or
other entity which received from or paid the Company, for property or
services, amounts exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.
ITEM 13. EXHIBITS.
EXHIBITS to this report are all documents previously filed which are
incorporated herein as exhibits to this report by reference to registration
statements and other reports previously filed by the Company pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934.
Exhibits required by Item 601 of Regulation S-B.
31. Certifications required by Rules 13a-14(a) or 15d-14(a).
32. Section 1350 Certifications
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(1) AUDIT FEES
The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those
fiscal years was $5,620 for the fiscal year ended December 31, 2006, and
$6,575 for the fiscal year ended December 31, 2007.
(2) AUDIT-RELATED FEES
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of the Company's financial
statements was $-0- for the fiscal year ended December 31, 2006 and $-0- for
the fiscal year ended December 31, 2007.
(3) TAX FEES
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was $250 for the fiscal year ended December 31,
2006 and $300 for the fiscal year ended December 31, 2007.
(4) ALL OTHER FEES
The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above was $-0- for the fiscal year ended December 31, 2006
and $-0- for the fiscal year ended December 31, 2007.
(5) PRE-APPROVAL POLICIES AND PROCEDURES
Before the accountant is engaged by the issuer to render audit or non-
audit services, the engagement is approved by the company's board of directors
acting as the audit committee.
KAYENTA KREATIONS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2007
KAYENTA KREATIONS, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Report of Independent Registered Public
Accounting Firm 1
- Balance Sheet, December 31, 2007 2
- Statements of Operations, for the years
ended December 31, 2007 and 2006
and from inception on December 26,
1995 through December 31, 2007 3
- Statement of Stockholders' Equity (Deficit),
from inception on December 26, 1995
through December 31, 2007 4 - 6
- Statements of Cash Flows, for the years
ended December 31, 2007 and 2006
and from inception on December 26,
1995 through December 31, 2007 7
- Notes to Financial Statements 8 - 13
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Kayenta Kreations, Inc.
Salt Lake City, UT
We have audited the accompanying balance sheet of Kayenta Kreations, Inc.
[a development stage company] as of December 31, 2007, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended December 31, 2007 and 2006 and for the period from
inception on December 26, 1995 through December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We 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 audit 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 audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kayenta Kreations, Inc.
as of December 31, 2007, and the results of its operations and its cash
flows for the years ended December 31, 2007 and 2006 and for the period
from inception on December 26, 1995 through December 31, 2007, in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
Kayenta Kreations, Inc. will continue as a going concern. As discussed in
Note 5 to the financial statements, Kayenta Kreations, Inc. has incurred
losses since its inception and has not yet established profitable
operations. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. Management's plans in regards to
these matters are also described in Note 5. The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
March 11, 2008
Salt Lake City, Utah
KAYENTA KREATIONS, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
2007
___________
CURRENT ASSETS:
Cash $ -
___________
Total Current Assets -
___________
$ -
___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 295
Advances from related party -
Accrued interest - related party -
___________
Total Current Liabilities 295
___________
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,316,292 shares issued and
outstanding 1,316
Capital in excess of par value 118,821
Deficit accumulated during the
development stage (120,432)
___________
Total Stockholders' Equity (Deficit) ( 295)
___________
$ -
___________
The accompanying notes are an integral part of these financial statements.
-2-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Year Ended on December 26,
December 31, 1995 Through
_____________________ December 31,
2007 2006 2007
_________ _________ __________
REVENUE $ - $ - $ -
EXPENSES:
General and administrative 12,690 9,267 50,279
_________ _________ __________
LOSS BEFORE OTHER INCOME (EXPENSE) (12,690) (9,267) (50,279)
OTHER INCOME (EXPENSE)
Interest expense (389) (471) (4,831)
_________ _________ __________
LOSS BEFORE INCOME TAXES (13,079) (9,738) (55,110)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
_________ _________ __________
LOSS FROM CONTINUING OPERATIONS (13,079) (9,738) (55,110)
_________ _________ __________
DISCONTINUED OPERATIONS:
Loss from operations of
discontinued coloring art
book business (including
gain on disposal of
$0, $0, and $0 respectively) - - (64,924)
Income tax benefit - - -
_________ _________ __________
LOSS FROM DISCONTINUED OPERATIONS - - (64,924)
_________ _________ __________
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE - - (398)
_________ _________ __________
NET LOSS $(13,079) $ (9,738) $(120,432)
_________ _________ __________
LOSS PER COMMON SHARE:
Continuing operations $ (.01) $ (.01)
Discontinued operations - -
Cumulative effect of change in
accounting principle - -
_________ _________
Net Loss Per Common Share $ (.01) $ (.01)
_________ _________
.
The accompanying notes are an integral part of these financial statements.
-3-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 26, 1995
THROUGH DECEMBER 31, 2007
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
________________ __________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
_______ _______ _________ _______ _________ __________
BALANCE,
December 26, 1995 - $ - - $ - $ - $ -
Issuance of
500,000 shares of
common stock for
cash of $5,000, or
$.01 per share,
December 1995 - - 500,000 500 4,500 -
Net loss for the
period ended
December 31, 1995 - - - - - (2)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 1995 - - 500,000 500 4,500 (2)
Issuance of
300,000 shares of
common stock for
cash of $3,000, or
$.01 per share,
March 1996 - - 300,000 300 2,700 -
Capital
contribution - - - - 20 -
Net loss for the
year ended
December 31, 1996 - - - - - (365)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 1996 - - 800,000 800 7,220 (367)
Issuance of 218,900
shares of common
stock for cash of
$54,725, or $.25
per share, net of
stock offering
costs of $14,533,
February 1997 - - 218,900 219 39,973 -
Net loss for the
year ended
December 31, 1997 - - - - - (21,705)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 1997 - - 1,018,900 1,019 47,193 (22,072)
Net loss for the
year ended
December 31, 1998 - - - - - (10,755)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 1998 - - 1,018,900 1,019 47,193 (32,827)
Net loss for the
year ended
December 31, 1999 - - - - - (10,993)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 1999 - - 1,018,900 1,019 47,193 (43,820)
Net loss for the
year ended
December 31, 2000 - - - - - (13,014)
[Continued]
-4-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 26, 1995
THROUGH DECEMBER 31, 2007
[Continued]
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
________________ __________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2000 - - 1,018,900 1,019 47,193 (56,834)
Capital
distribution on
assets exchanged
for debt - - - - (280) -
Net loss for the
year ended
December 31, 2001 - - - - - (10,842)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2001 - - 1,018,900 1,019 46,913 (67,676)
Issuance of
100,000 shares of
common stock for
cash of $10,000,
or $.10 per
share, February
2002 - - 100,000 100 9,900 -
Issuance of
197,392 shares of
common stock to
repay debt and
accrued interest
totaling $19,742,
or approximately
$.10 per share,
February 2002 - - 197,392 197 19,545 -
Net loss for the
year ended
December 31, 2002 - - - - - (6,559)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2002 - - 1,316,292 1,316 76,358 (74,235)
Net loss for the
year ended
December 31, 2003 - - - - - (7,315)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2003 - - 1,316,292 1,316 76,358 (81,550)
Forgiveness of
Debt to related
party, December
31, 2004 - - - - 9,762 -
Net loss for the
year ended
December 31, 2004 - - - - - (7,806)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2004 - - 1,316,292 1,316 86,120 (89,356)
_______ _______ _________ _______ _________ __________
[Continued]
-5-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON DECEMBER 26, 1995
THROUGH DECEMBER 31, 2007
[Continued]
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
________________ __________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
_______ _______ _________ _______ _________ __________
Forgiveness of
Debt to related
party, December
31, 2005 - - - - 8,886 -
Net loss for the
year ended
December 31, 2005 - - - - - (8,259)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2005 - - 1,316,292 1,316 95,006 (97,615)
Forgiveness of
Debt to related
party, December
31, 2006 - - - - 9,640 -
Net loss for the
year ended
December 31, 2006 - - - - - (9,738)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2006 - - 1,316,292 1,316 104,646 (107,353)
Forgiveness of
Debt to related
party, December
31, 2007 - - - - 14,175 -
Net loss for the
year ended
December 31, 2007 - - - - - (13,079)
_______ _______ _________ _______ _________ __________
BALANCE,
December 31, 2007 - $ - 1,316,292 $ 1,316 $ 118,821 $(120,432)
_______ _______ _________ _______ _________ __________
The accompanying notes are an integral part of these financial statements.
-6-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on December 26,
December 31, 1995 Through
___________________ December 31,
2007 2006 2007
_________ ________ __________
Cash Flows from Operating Activities:
Net loss $(13,079) $(9,738) $(120,432)
Adjustments to reconcile net loss
to net cash used by
operating activities:
Amortization expense - - 602
Depreciation - - 9,610
Non-cash interest
expense - related party 389 471 2,477
Effect of change in
accounting principle - - 398
Loss on disposal of assets - - 4,485
Changes in assets and liabilities:
Increase (decrease)
in accounts payable (1,096) 98 295
_________ ________ __________
Net Cash (Used)
by Operating Activities (13,786) (9,169) (102,565)
_________ ________ __________
Cash Flows from Investing Activities:
Payment of organization costs - - (1,000)
Purchase of equipment - - (13,323)
_________ ________ __________
Net Cash (Used)
by Investing Activities - - (14,323)
_________ ________ __________
Cash Flows from Financing Activities:
Proceeds from shareholder loans 13,786 9,169 58,676
Proceeds from common stock issuance - - 72,725
Stock offering costs - - (14,533)
Capital contributions - - 20
_________ ________ __________
Net Cash Provided
by Financing Activities 13,786 9,169 116,888
_________ ________ __________
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
_________ ________ __________
Cash at End of Period $ - $ - $ -
_________ ________ __________
Supplemental Disclosures of
Cash Flow Information:
Cash paid during the periods for:
Interest $ - $ - $ 80
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended December 31, 2007:
In September and December 2007 related parties forgave debt totaling
$8,981 and $5,194 respectively which is accounted for as a capital
contribution.
For the year ended December 31, 2006:
In December 2006, related parties forgave debt totaling $9,640 which is
accounted for as a capital contribution.
The accompanying notes are an integral part of these financial statements.
-7-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Kayenta Kreations, Inc. ("the Company") was organized under
the laws of the State of Nevada on December 26, 1995. The Company
previously produced and marketed a children's coloring art book depicting
various aspects of life in the Southwestern and Western United States. The
Company discontinued its coloring art book business effective December 30,
2001 [See Note 2]. The Company is currently seeking other business
opportunities. The Company has not generated significant revenues and is
considered a development stage company as defined in Statement of Financial
Accounting Standards No. 7. The Company has, at the present time, not paid
any dividends and any dividends that may be paid in the future will depend
upon the financial requirements of the Company and other relevant factors.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." This statement requires an asset and liability approach for
accounting for income taxes [See Note 4].
Discontinued Operations - The Company has adopted Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". SFAS No. 144 modifies previous disclosures and
requires additional disclosures for discontinued operations and the assets
associated with discontinued operations [See Note 2].
Loss Per Share - The Company computes loss per share in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings Per Share,"
which requires the Company to present basic and dilutive loss per share
when the effect is dilutive [See Note 8].
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimated by
management.
-8-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards ("SFAS") No. 155, "Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and
140", SFAS No. 156, "Accounting for the Servicing of Financial Assets",
SFAS No. 157, "Fair Value Measurements", SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans -
an amendment of FASB Statements No. 87, 88, 106, and 132(R)", SFAS No.
159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an amendment of FASB Statement No. 115", and
SFAS No. 160, "Noncontrolling Interest in Consolidated Financial
Statements" (as amended), were recently issued. SFAS No. 155, 156, 157,
158, 159 and 160 have no current applicability to the Company or their
effect on the financial statements would not have been significant.
Reclassification - The financial statements for periods prior to December
31, 2007 have been reclassified to conform to the headings and
classifications used in the December 31, 2007 financial statements
NOTE 2 - DISCONTINUED OPERATIONS
On December 30, 2001, the Company discontinued all its existing coloring
art book business and sold its remaining assets to repay debt [See Note 6].
The Company has accounted for this disposal in accordance with Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". At December 31, 2007, the Company had no
assets or liabilities associated with its discontinued business operations.
The following is a summary of the results of operations of the Company's
discontinued business operations:
From Inception
For the Year Ended on December 26,
December 31, 1995, Through
______________________ December 31,
2007 2006 2007
___________ _________ __________
Revenue $ - $ - $ 2,814
Cost of goods sold - - (1,518)
General and administrative - - (64,410)
Other income (expense) - - (1,810)
___________ _________ __________
Net loss $ - $ - $ (64,924)
___________ _________ __________
NOTE 3 - CAPITAL STOCK
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at December 31, 2007.
-9-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK [Continued]
Common Stock - In December 1995, in connection with its organization, the
Company issued 500,000 shares of its previously authorized but unissued
common stock. Total proceeds from the sale of stock amounted to $5,000 (or
$.01 per share).
In March 1996, the Company issued 300,000 shares of its previously
authorized but unissued common stock. Total proceeds from the sale of
stock amounted to $3,000 (or $.01 per share).
In February 1997, the Company issued 218,900 shares of its previously
authorized, but unissued common stock. Total proceeds from the sale of
stock amounted to $54,725 (or $.25 per share). Stock offering costs of
$14,533 were netted against the proceeds as a reduction to capital in
excess of par value.
In February 2002, the Company issued 197,392 shares of its previously
authorized but unissued common stock to repay loans and accrued interest
totaling $19,742 owed to shareholders of the Company (or approximately $.10
per share).
In February 2002, the Company issued 100,000 shares of its previously
authorized but unissued common stock to a shareholder of the Company.
Total proceeds from the sale of stock amounted to $10,000 (or $.10 per
share).
Capital Contribution / Distribution - In 1996, an officer/shareholder of
the Company contributed $20 to the Company. In 2001, the Company repaid a
loan and accrued interest totaling $1,219 owed to an officer/shareholder of
the Company by transferring equipment with a net book value of $1,499. The
difference of $280 was recorded as a capital distribution [See Note 6].
In December 2004, an officer of the Company forgave debt and accrued
interest in the amount of $9,762. In accordance with AICPA Technical
Practice Aids, Practice Alert 00-1, "Accounting for Certain Equity
Transactions", Extinguishment of Related Party Debt, the forgiveness has
been charged to Capital in excess of par value.
In December 2005, an officer of the Company forgave debt and accrued
interest in the amount of $8,886. In accordance with AICPA Technical
Practice Aids, Practice Alert 00-1, "Accounting for Certain Equity
Transactions", the forgiveness has been charged to Capital in excess of par
value.
In December 2006 an officer of the Company forgave debt and accrued
interest in the amount of $9,640. In accordance with AICPA Technical
Practice Aids, Practice Alert 00-1, "Accounting for Certain Equity
Transactions", the forgiveness has been charged to Capital in excess of par
value.
In September and December 2007 an officer of the Company forgave debt and
accrued interest in the amount of $8,981 and $5,194 respectively. In
accordance with AICPA Technical Practice Aids, Practice Alert 00-1,
"Accounting for Certain Equity Transactions", the forgiveness has been
charged to Capital in excess of par value.
-10-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods and
any available operating loss or tax credit carryforwards. The
Company has available at December 31, 2007 an operating loss carryforward
of $117,700, which may be applied against future taxable income and which
expires in various years through 2026.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax asset is
approximately $17,650 and $15,690 as of December 31, 2007 and December 31,
2006, respectively, with an offsetting valuation allowance of the same
amount. The change in the valuation allowance for the year ended December
31, 2007 is approximately $1,960.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since its inception and has no on-going
operations. Further, the Company has current liabilities in excess of
current assets. These factors raise substantial doubt about the ability of
the Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
operations through loans or through additional sales of its common stock.
There is no assurance that the Company will be successful in raising this
additional capital or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
-11-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors, as the services provided by them to date have only
been nominal.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use her
office as a mailing address, as needed, at no expense to the Company.
Shareholder Loans - During the years ended December 31, 2007 and 2006 an
officer/shareholder of the Company loaned a total of $13,786 and $9,169,
respectively, to the Company. The advances are due on demand and bear
interest at 10% per annum. Accrued interest for the years ended December
31, 2007 and December 2006 was $389 and $471, respectively. In September
2007, December 2007 and 2006 the shareholder forgave the loans and related
interest which was accounted for as a capital contribution in the amount of
$8,981, $5,194 and $9,640, respectively [See Note 3].
Stock Issuances - In February 2002, the Company issued 197,392 shares of
common stock to repay loans and accrued interest totaling $19,742 owed to
shareholders of the Company [See Note 3].
In February 2002, the Company issued 100,000 shares of common stock to a
shareholder of the Company for $10,000 [See Note 3].
Capital Distribution - In December 2001, the Company discontinued its
existing business operations and sold its remaining assets, having a net
book value of $1,499, to an officer and stockholder in exchange for
cancellation of a loan and accrued interest owed to the officer and
stockholder in the total amount of $1,219. The assets were assigned, sold
and transferred to the officer in satisfaction of the debt. The difference
between the net book value of the assets and the amount of the debt was
$280 and has been recorded as a capital distribution in the financial
statements [See Note 3].
NOTE 7 - CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
The Company was previously amortizing its organization costs, which reflect
amounts expended to organize the Company, but during 1999, in accordance
with Statement of Position 98-5, the Company expensed the remaining $398 in
organization costs which has been accounted for as a change in accounting
principle.
-12-
KAYENTA KREATIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for
the periods presented:
For the
Year Ended
December 31,
______________________
2007 2006
_________ _________
Loss from continuing
operations (numerator) $(13,079) $ (9,738)
Loss from discontinued
operations (numerator) - -
Cumulative effect of change in
accounting principle (numerator) - -
_________ _________
Loss available to
common shareholders (numerator) $(13,079) $ (9,738)
_________ _________
Weighted average number of common
shares outstanding during the period
used in loss per share (denominator) 1,316,292 1,316,292
_________ _________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
NOTE 9 - SUBSEQUENT EVENTS
The Company has entered into a non-binding letter of intent to acquire all
of the issued and outstanding common stock of GeoSpatial Mapping Systems,
Inc., a privately-held Delaware corporation with its principal headquarters
located in Pittsburgh, PA.
The proposed acquisition is subject to certain conditions and will
involve a change in stockholder control of the Company, change of
management, change of corporate name, change of corporate headquarters
and other significant matters. The proposed acquisition is expected to
involve a 2.8 to 1 forward stock split of the currently outstanding
shares of common stock of the Company. Subject to the conditions
precedent, the acquisition was proposed to be completed in mid-January,
2008, but is now proposed to close prior to April 30, 2008.
-13-
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Kayenta Kreations, Inc.
By: /s/Brenda White Date: March 12, 2008
Brenda White, President and Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and the
dates indicated.
By: /s/Brenda White Date: March 12, 2008
Brenda White, President and Secretary/Treasurer
Chief Executive Officer and
Chief Financial Officer
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers
No annual report or proxy statement has been sent to security holders.