x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
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20-8758875
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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Large
accelerated filer: ¨
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Accelerated
filer: ¨
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Non-accelerated
filer: ¨
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Small
reporting company: x
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PAGE
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PART I
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|||||
Item
1.
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Description
of Business
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4
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Item
2.
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Description
of Property
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13
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Item
3
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Legal
Proceedings
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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PART II
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Item
5.
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Market
for Common Equity and Related Stockholder Matters
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13
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Item
6.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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15
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Item
7.
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Financial
Statements
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17
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Item
9.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a) of the Exchange Act. 35
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18
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Item 10.
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Executive
Compensation
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19
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Item 11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters 36
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19
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Item 12.
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Certain
Relationships and Related Transactions
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19
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Item 13.
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Exhibits
and Reports on Form 8-K
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20
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Item 14.
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Principal
Accountant Fees and Services
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20
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SIGNATURES
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21
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·
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Packaging. We
expertly pack your items directly in the center and can custom crate your
large or precious items. We will also offer packaging supplies,
moving supplies and local pick-ups for shipments of any
size. Some of the items we offer
are:
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1.
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Envelopes
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2.
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Boxes
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3.
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Plastic
air-bubble cushioning
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4.
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Packing
peanuts
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5.
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Tape
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6.
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Labels
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·
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Shipping. We
ship everything from letters to pianos. We will offer a full
range of shipping through local, national or international
carriers.
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·
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Copy
and Print Services. We offer a wide range of copy and print
services, including color, black and white copies and digital printing;
offset printing for business cards and brochures; binding laminating and
other finishing services, as well as paper and office
supplies. We provide:
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1.
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Color
and black and white copies
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2.
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Printing
from disk
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3.
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Expedited
shipping
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4.
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Document
finishing, including binding, laminating, folding, padding, collating,
cutting and drilling
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5.
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Digital
printing
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·
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Mailbox
Services. We offer mailboxes with real street addresses and
24-hour access to mail and package deliveries. Additional
services include mail forwarding, fax receiving and sending, and the
ability to call in and check for your mail and
packages.
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·
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Notary
Services. We offer a one-stop shop for notarizing important
legal documents and can copy and send them wherever they need to go in a
timely manner.
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·
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Passport/ID
Photos. For traveling outside the United States, a customer can
come into our location to have a passport photo taken. Our
photos meet all requirements for U.S. passports and most other photo
identification cards.
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·
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Rubber
Stamps. We offer high-quality standard and custom stamps in a
variety of sizes and styles, including self-inking
models.
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·
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Office
and Mailing Supplies. We offer a variety of standard office,
mailing and shipping supplies from the one-time small need to bulk
supplies.
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1.
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Promotional
Products – We intend to offer to customers a wide range of promotional and
trade show products they can order to promote greater business
awareness.
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2.
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Photo
Prints and Gifts – The customer will be able to create personalized gifts
for his family and friends using his own digital photos to customize one
of an assortment of unique gift
items.
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3.
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Personalized
Photo Calendars – The customer can create a personalized photo calendar,
noting special event days, for family, friends, clients or employees,
featuring his own photos, company logos and
highlights.
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4.
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Signs
and Graphics - We intend to provide a wide range of affordable, expedient,
custom-made signs, banners and posters to attract attention or communicate
an idea or logo effectively.
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5.
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Moving
Supplies. We intend to offer an assortment of general household
moving supplies
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6.
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Money
Transfers. We intend to offer customers the ability to transfer
and wire money world- wide.
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7.
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E-Mail
Retrieval. We will offer to our customers and ability to log
in, perform internet research and send/receive
email.
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8.
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Air
Cargo and Freight Forwarding. We intend to have the capability
to take heavy weight cargo from the customer’s door to virtually any
market in the world. It is our goal to arrange all the details,
including customs clearance and final
delivery.
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9.
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Publications
Distribution. It is our goal to be the primary logistics
outsource resource for many of the world’s premier publishers,
distributors and printers, moving all types of publications to national
and international subscribers on all
continents.
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10.
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Customs
Brokerage. Our courier and freight services will include
standard customs clearance at the overseas port of entry. This
package will include the advancement of any duties or taxes to be paid
overseas as long as pre-arranged.
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11.
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Mail
Order Catalog Distribution. We foresee taking mail order
catalogs from the printers and distributing them on behalf of the catalog
company.
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12.
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Merchandise
Delivery. Going hand-in-hand with our catalog distribution
system, we will offer to the catalog company and others in need of such
services, an expedited merchandise delivery system thereby eliminating the
substantial costs they incur for maintaining in-house employees,
warehousing space, packing expenses and distribution
costs.
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13.
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Special
Courier Service. Occasionally there is a need for a secure,
low-profile, extremely precautionary delivery means for trade secrets,
trade information and other highly classified documents, prototypes,
materials, etc. It is our intent to provide this exclusive
service on a limited basis to selective
clients.
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14.
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Medical
Transport. Once we establish specific rules, regulations and
guidelines for handling medical material, our intent is to create a
special medical transport unit specializing in standard and time-sensitive
transportation of medical materials, whether they are frozen, refrigerated
or room temperature.
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·
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develop
and expand their products and services more
quickly;
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·
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adapt
faster to new or changing customer needs and
preferences;
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·
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take
advantage of acquisitions and other opportunities more
readily;
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·
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negotiate
more favorable agreements with vendors and
customers;
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·
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devote
greater resources to marketing and selling their products or services;
and
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·
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address
customer service issues more
effectively.
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·
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our
success, or lack of success, in developing and marketing our products and
services;
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·
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our
ability to maintain compliance with NASDAQ listing
requirements:
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·
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our
ability to raise the required capital to fund our
business:
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·
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the
announcement of new locations, products and/or services by us or our
competitors;
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·
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changes
in the executive leadership of the
company;
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·
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actual
or perceived changes in the national economy and the views toward
discretionary spending;
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·
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quarterly
fluctuations of our operating
results;
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·
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changes
in revenue or earnings estimates;
and
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·
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competition.
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·
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fluctuations
in the national economy;
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·
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demand
for our services and products;
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·
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fluctuation
in the capital budgets and the views of discretionary spending of our
customers; and
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·
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development
of superior services, products and marketing by our
competitors.
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1.
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Control
of the market for the security by one or a few broker-dealers that are
often related to the promoter or
issuer;
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2.
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Manipulation
of prices through prearranged matching of purchases and sales and false
and misleading press releases;
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3.
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"Boiler
room" practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales
persons;
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4.
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Excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
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5.
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The
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the
inevitable collapse of those prices with consequent investor
losses.
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PAGE
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||||
Report
Of Independent Registered Public Accounting Firm
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F-1
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FINANCIAL
STATEMENTS
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||||
Balance
Sheets As Of December 31, 2008
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F-2
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Statements
of Operations for the years ended December 31, 2008 and
2007
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F-3
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Statements
of Stockholders’ equity (Deficit) for the years ended December 31, 2008
and 2007
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F-4
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Statements
of Cash Flows for the Years Ended December 31, 2008 and
2007
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F-5
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Notes
to the Financial Statements
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F-6
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December 31,
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December 31,
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|||||||
2008
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2007
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|||||||
ASSETS
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||||||||
CURRENT
ASSETS
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||||||||
Cash
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$ | 2,887 | $ | 76,965 | ||||
Total
Current Assets
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2,887 | 76,965 | ||||||
TOTAL
ASSETS
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$ | 2,887 | $ | 76,965 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
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||||||||
CURRENT
LIABILITIES
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||||||||
Accounts
payable
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$ | 1,000 | $ | 56,750 | ||||
Advances
from related parties
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- | 400 | ||||||
Total
Current Liabilities
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1,000 | 57,150 | ||||||
STOCKHOLDERS'
EQUITY
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||||||||
Preferred
stock, 5,000,000 shares authorized at par value of $0.001, no shares
issued and outstanding
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- | - | ||||||
Common
stock, 70,000,000 shares authorized at par value of $0.001; 3,500,000
shares issued and outstanding
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3,500 | 3,500 | ||||||
Additional
paid-in capital
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76,500 | 76,500 | ||||||
Deficit
accumulated during the development stage
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(78,113 | ) | (60,185 | ) | ||||
Total
Stockholders' Equity
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1,887 | 19,815 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 2,887 | $ | 76,965 |
From
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||||||||
Inception on
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||||||||
For the Year
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April 11, 2007
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|||||||
Ended
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Through
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|||||||
December 31,
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December 31,
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|||||||
2008
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2008
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|||||||
REVENUES
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$ | - | $ | - | ||||
COST
OF SALES
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- | - | ||||||
GROSS
MARGIN
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- | - | ||||||
OPERATING
EXPENSES
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||||||||
General
and administrative
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17,928 | 78,113 | ||||||
Total
Operating Expenses
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17,928 | 78,113 | ||||||
INCOME
(LOSS) FROM OPERATIONS
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$ | (17,928 | ) | $ | (78,113 | ) | ||
OTHER
EXPENSES
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||||||||
Interest
expense
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- | - | ||||||
Total
Other Expenses
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- | - | ||||||
NET
LOSS BEFORE INCOME TAXES
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(17,928 | ) | (78,113 | ) | ||||
INCOME
TAX EXPENSE
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- | - | ||||||
NET
LOSS
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$ | (17,928 | ) | $ | (78,113 | ) | ||
BASIC
LOSS PER SHARE
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$ | (0.01 | ) | |||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
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3,500,000 |
Deficit
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||||||||||||||||||||
Accumulated
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||||||||||||||||||||
Additional
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During the
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|||||||||||||||||||
Common Stock
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Paid-in
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Development
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||||||||||||||||||
Shares
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Amount
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Capital
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Stage
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Total
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||||||||||||||||
Balance
on April 11, 2007
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash at $0.004 per share
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2,000,000 | 2,000 | 3,000 | - | 5,000 | |||||||||||||||
Common
stock issued for cash at $0.05 per share
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1,500,000 | 1,500 | 73,500 | - | 75,000 | |||||||||||||||
Net
loss for the year ended December 31, 2007
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- | - | - | (60,185 | ) | (60,185 | ) | |||||||||||||
Balance, December
31, 2007
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3,500,000 | 3,500 | 76,500 | (60,185 | ) | 19,815 | ||||||||||||||
Net
loss for the year ended December 31, 2008
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- | - | - | (17,928 | ) | (17,928 | ) | |||||||||||||
Balance, December
31, 2008
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3,500,000 | $ | 3,500 | $ | 76,500 | $ | (78,113 | ) | $ | 1,887 |
From
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||||||||
Inception on
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||||||||
For theYear
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April 11, 2007
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|||||||
Ended
|
Through
|
|||||||
December 31,
|
December 31,
|
|||||||
2008
|
2008
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (17,928 | ) | $ | (78,113 | ) | ||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||
Common
stock issued for services
|
- | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Increase
(decrease) in accounts payable
|
(55,750 | ) | 1,000 | |||||
Net
Cash Used by Operating Activities
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(73,678 | ) | (77,113 | ) | ||||
INVESTING
ACTIVITIES
|
- | - | ||||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
from common stock issued
|
- | 80,000 | ||||||
Increase
in advances from related parties
|
(400 | ) | - | |||||
Net
Cash Used by Financing Activities
|
(400 | ) | 80,000 | |||||
NET
DECREASE IN CASH
|
(74,078 | ) | 2,887 | |||||
CASH
AT BEGINNING OF PERIOD
|
76,965 | - | ||||||
CASH
AT END OF PERIOD
|
$ | 2,887 | $ | 2,887 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||
CASH
PAID FOR:
|
||||||||
Interest
|
- | - | ||||||
Income
taxes
|
- | - |
a.
|
Organization
& Business Activities
|
b.
|
Depreciation
|
c.
|
Accounting
Method
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d.
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Cash
& Cash Equivalents
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e.
|
Estimates
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f.
|
Revenue
Recognition
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g.
|
Organization
Costs
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h.
|
Advertising
|
i.
|
Concentrations
of Risk
|
j.
|
Basic
Loss Per Share
|
For
the Year
|
||||
Ended
|
||||
December 31, 2008
|
||||
Loss
(Numerator)
|
$ | (17,928 | ) | |
Shares
(Denominator)
|
3,500,000 | |||
Per
share
amount
|
$ | (0.01 | ) |
k.
|
Income
Taxes
|
k.
|
Income
Taxes
|
December 31, 2008
|
December 31, 2007
|
|||||||
Deferred
tax assets
|
||||||||
NOL
Carryover
|
$ | 30,464 | $ | 23,472 | ||||
Deferred
tax liabilities
|
-0- | -0- | ||||||
Valuation
allowance
|
(30,464 | ) | (23,472 | ) | ||||
Net
deferred tax assets
|
$ | -0- | $ | -0- |
Name
and Address
|
Age
|
Position
|
||
Georgette
Mathers
8860
Greenlawn Street
Riverside,
CA 92508
|
55
|
President,
Secretary, Treasurer and
Director
|
Annual Compensation ($)
|
Long Term Compensation
|
|||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||
Name and Principal Position
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Year
|
Salary
|
Bonus
|
Other Annual
Compensation(1)
|
Restricted Stock Awards ($)
|
|||||||||||||
Chong
Kim, CEO, Chairman of the Board
|
2008
|
0 | 0 | 0 | 0 | |||||||||||||
2007
|
0 | 0 | 0 | 0 | ||||||||||||||
Georgette
Mathers
|
2008
|
0 | 0 | 0 | 0 |
Name and Address of Beneficial
Owner of Shares (1)
|
Amount of Shares
Beneficially Owned
|
Percentage of
Class
|
||||||
Chong
Kim
|
2,000,000 | 57.14 | % | |||||
2,000,000 | 57.14 | % | ||||||
All
Directors and Executive Officers as a Group
|
2,000,000 | 57.14 | % |
3.1
|
Articles
of Incorporation of the Registrant, incorporated be reference to the
issuer’s Form SB-2 as filed on June 27, 2007
|
3.2
|
Bylaws
of the Registrant, incorporated be reference to the issuer’s Form SB-2 as
filed on June 27, 2007
|
31.1
|
Certification
of Georgette Mathers Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
|
Inception to December 31, 2008
|
||||
Audit
Fees
|
$ | 3,500 | ||
Audit-Related
Fees
|
$ | |||
Tax
Fees
|
$ | |||
All
Other Fees
|
$ | 0 | ||
Total
|
$ | 3,500 |
Marvin’s
Place, Inc.
|
||
Date: April
20, 2009
|
By:
|
/s/
Georgette Mathers
|
Georgette Mathers
|
||
Chief Executive
Officer
|
Signature
|
Title(s)
|
Date
|
||
/s/ Georgette Mathers
|
Chief
Executive Officer and Director
|
April
20, 2009
|
||
Georgette
Mathers
|
(Principal
Executive Officer)
|
|||
/s/ Georgette Mathers
|
Chief
Financial Officer and Director
|
April
20, 2009
|
||
Georgette
Mathers
|
(Principal
Financial and Accounting Officer)
|