10SB12G 1 format_10sb12g-093106.htm FORMAT, INC., 10SB12G, 090106 Format, Inc., 10SB12G, 090106
 


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934

Format, Inc.
(Name of Small Business Issuer in its charter)


Nevada

(State or other jurisdiction
of incorporation or organization)
 
33-0963637 
(I.R.S. Employer
Identification No.)
 
27126 Paseo Espada, Suite 705, San Juan Capistrano, California 

 (Address of principal executive offices)
 
92675 
(Zip Code)
Issuer's telephone number: (949) 481-9203
 
   
Securities to be registered under Section 12(b) of the Act:
 
   
Title of Each Class
to be so Registered:
Name of Each Exchange on which
Each Class is to be Registered:
None
None
   
Securities to be registered under Section 12(g) of the Act:
 
   
Common Stock, Par Value $.001
(Title of Class)
Preferred Stock, Par Value $.001
(Title of Class)
   
 
 
 
 
Copies to:

Michael J. Muellerleile, Esq. 
M2 Law Professional Corporation
500 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Tel: (949) 706-1470
 
Page 1 of  20
Exhibit Index is specified on Page 19
 
 
 
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Format, Inc.,
a Nevada corporation

Index to Registration Statement on Form 10-SB

Item Number
and Caption
 
Page 
     
1.
Description of Business
3
     
2.
Management's Discussion and Analysis and Plan of Operation
7
     
3.
Description of Property
10
     
4.
Security Ownership of Certain Beneficial Owners and Management
11
     
5.
Directors, Executive Officers, Promoters and Control Persons
11
     
6.
Executive Compensation
12
     
7.
Certain Relationships and Related Transactions
13
     
8.
Description of Securities
14
     
PART II
   
     
1.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
14
     
2.
Legal Proceedings
15
     
3.
Changes in and Disagreements with Accountants
15
     
4.
Recent Sales of Unregistered Securities
16
     
5.
Indemnification of Directors and Officers
17
     
PART F/S
   
     
Financial Statements
F-1 through F-39
     
PART III
   
     
1(a).
Index to Exhibits
19
     
1(b).
Exhibits
E-1 through E-37
     
 
Signatures
20

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Item 1. Description of Business.

Our Background. We were incorporated in Nevada on March 21, 2001. We are qualified to do business in California as Format Document Services, Inc. Our shares of common stock are currently eligible for quotation on the Pink Sheets under the symbol “FRMT”. We are filing this Registration Statement on Form 10-SB on a voluntary basis so that we will become a reporting issuer pursuant to the Securities and Exchange Act of 1934, which is a requirement for our common stock to become eligible for quotation on the OTC Bulletin Board.

Our Business. We provide EDGARizing services to various commercial and corporate entities. Our primary service is the EDGARization of corporate documents which need to be filed on EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Securities and Exchange Commission. EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the Securities and Exchange Commission. These documents include registration statements, prospectuses, annual reports, quarterly reports, periodic reports, debt agreements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, acquisitions and mergers. We receive our clients’ information in a variety of media, and reformat it for distribution, either in print, digital or Internet form. We also intend to provide some commercial printing services, which consist of annual reports, sales and marketing literature, newsletters, and custom-printed products.

Our EDGARization Services. We are a full-service EDGARizing firm that files EDGAR reports on behalf of public companies. The scope of work undertaken by a full-service EDGARizing includes the following:

·  
filing for EDGAR access codes;
·  
conversion of document to EDGAR acceptable format;
·  
client approval of EDGARized document; and
·  
electronic filing of the document.
 
We offer HTML (Hypertext Markup Language) and unofficial PDF (Portable Document Format) filing service for those clients who prefer their documents to appear similar to their original format. We use the most current EDGARization software, which allows for filings to be transmitted via the Internet for no fee instead of the older, slower, dial-up method. Documents still require much work to conform to the requirements of the EDGAR system.

Our Commercial Printing Services. We also provide commercial printing services, which consists of printing annual reports, sales and marketing literature, newsletters, and custom-printed products. We provide these services through third party contractors.

Our EDGARization Software. We currently license Edgarizer HTML, our EDGARization software, from Edgarfilings, Ltd. Edgarizer HTML is a widely used EDGARization software available for compiling and submitting Securities and Exchange Commission EDGAR filings. The program converts documents produced by word processing, spreadsheet, and desktop publishing packages into the EDGAR HTML format, adding the required submission information and EDGAR tags. Edgarizer HTML includes complete test filing capabilities to ensure that filings are compliant, and full communications features to facilitate filing directly to the SEC. We pay $1,200 per year to Edgarfilings, Ltd. for our license, which is renewable on an annual basis.

Our Industry. The Securities and Exchange Commission has established a program for the electronic filing of documents under the federal securities laws, entitled Electronic Data Gathering Analysis and Retrieval. This program requires participants or their agents to file disclosure information with the Securities and Exchange Commission in an electronic format rather than by the traditional paper-filing package. This electronic format includes additional submission information and coding “tags” within the document for aid in the Securities and Exchange Commission’s analysis of the document and retrieval by the public. EDGAR allows registrants to file and the public to retrieve disclosure information electronically.
 
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The Securities and Exchange Commission began the development of EDGAR with a pilot program in 1984. Through a phase-in schedule, the Securities and Exchange Commission assigned one of ten dates by which all public companies must start filing disclosure documents through EDGAR operational system, which began April 26, 1993. All publicly held companies were expected to be required to file disclosure documents through EDGAR by May 1996. In addition, in 1999, the National Association of Securities Dealers, Inc. mandated that companies that participate on the Over-The-Counter Bulletin Board, an electronic quotation medium, file registration statements with the Securities and Exchange Commission via EDGAR, and to begin filing periodic filings with the Securities and Exchange Commission, which significantly increased the number of companies that need to utilize EDGAR filer services.

In May 1999, the EDGAR system began accepting documents in HTML (Hypertext Markup Language) and unofficial documents in PDF (Portable Document Format). This modernization of the EDGAR system was intended to make the system more user friendly, and give the documents submitted a look which was closer to that of the original document. At some point in the future, the Securities and Exchange Commission will no longer accept the traditional ASCII documents, and HTML will become the new standard.
 
Our Target Markets and Marketing Strategy. We believe that our primary target market will consist of small and medium size corporate entities and law firms that desire EDGARizing services for them or their clients. Our marketing strategy is to promote our services and products and attract businesses to us. Our marketing initiatives will include:

·  
establish relationships with industry professionals, such as attorneys and accountants, who can refer customers to us;
·  
utilizing direct response print advertisements placed primarily in small business, entrepreneurial, and financially-oriented magazines and special interest magazines;
·  
attend industry tradeshows; and
·  
initiate direct contact with potential customers.
 
Growth Strategy. Our objective is to become a dominant provider of EDGARizing services. Our strategy is to provide clients with competitive pricing, exceptional personal service and reliable quality. Key elements of our strategy include:

·  
increase our relationships with businesses, law firms and accountants;
·  
continue and expand our website;
·  
provide additional services for businesses and other filers; and
·  
pursue relationships with companies that will support our business development.
 
Our Website www.formatds.com. Our website provides a description of our services along with our contact information including our address, telephone number and e-mail address. The Issuer’s website also provides prospective customers with relevant information about our pricing and payment options, our filing procedures, frequently asked questions and investor relations.

Our Competition. The EDGARizing services industry in the United States is highly competitive. The EDGARizing process reformats documents required to be filed with the SEC from files that were originally generated using a variety of word processing and spreadsheet software. We compete with a variety of companies, many of which have greater financial and other resources than us, or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a small number of large, dominant organizations that perform this service exclusively, along with corporate entities or law firms that have their own in-house EDGARizing capability.

The major competitive factors in our business are the timeliness and quality of customer service, the quality of finished products and price. Our ability to compete effectively in providing customer service and quality finished products is depends primarily on the level of training of our staff, the availability of computer software and equipment and the ability to perform the services with speed and accuracy. We believe we compete effectively in all of these areas.

Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do and they may compete more effectively than we can. If our competitors offer EDGARizing services at lower prices than we do, we may have to lower the prices we charge, which will adversely affect our results of operations. Furthermore, many of our competitors are able to obtain more experienced employees than we can.
 
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Government Regulation. We are subject to federal, state and local laws and regulations applied to businesses generally. We believe that we are in conformity with all applicable laws in all relevant jurisdictions. We do not believe that we are subject to any environmental laws and regulations of the United States and the states in which we operate.

Our Research and Development. We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.

Intellectual Property. We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.

EDGARizer is a registered trademark of EDGARfilings, Ltd. EDGAR is registered trademark of the Securities and Exchange Commission. In the event that we use the name or phrase EDGAR Ease in our materials, we may need to secure a trademark license issued by EDGARfilings, Ltd. In the event that we use the name or phrase EDGAR in our materials, we may need to secure a trademark license issued by the Securities and Exchange Commission.

We own the Internet domain name “www.formatds.com.” Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.
 
Employees. As of August 31, 2006, we have one full-time employee and one part-time employee. We do not currently anticipate that we will hire any employees in the next six months, unless we significantly increase our revenues. From time-to-time, we anticipate that we will use the services of independent contractors and consultants to support our expansion and business development.
 
Facilities. Our executive, administrative and operating offices are located at 27126 Paseo Espada, Suite 705, San Juan Capistrano, CA 92675. Our office space is approximately 515 square feet and consists of two offices with a reception area. The term of our lease is month to month and we pay rent of $1,300 per month. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

Risk Factors. Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described below before purchasing any shares of our common stock. The risks described below are those we currently believe may materially affect us.

Risks Related to our Business:

We have had operating losses since formation and expect to incur net losses for the foreseeable future. We have reported net losses of $51,013 for the six-month period ended June 30, 2006, $49,585 and $26,536 for the fiscal years ended December 31, 2005 and 2004. We anticipate that we will lose money in the foreseeable future and we may not be able to achieve profitable operations. In order to achieve profitable operations, we need to generate more significant revenues and expand of customer base. We cannot be certain that our business will be successful or that we will generate significant revenues and become profitable.

The nature of our EDGARizing business is highly cyclical and affected by conditions in capital markets, such that our operating results may fluctuate due to a number of factors, such as stock market fluctuations and overall trends in the economy. The EDGARizing industry is highly dependent on the volume of public financing and equity offerings and corporate reporting requirements. The corporate reporting revenue is seasonal as the greatest number of regulatory reports is required to be processed during the fiscal quarter ending March 31 and the second quarter ending June 30. Because of these cyclical and seasonal factors, coupled with the general need to complete certain processing jobs quickly after delivery of copy by customers, we must maintain staff sufficient to meet maximum work loads.

The EDGARizing industry has been dominated by larger, more established service providers. We compete directly with a number of other document processors having the same degree of specialization. Some of these document processors operate at multiple locations and some are subsidiaries or divisions of companies having greater financial resources that we do. We face competition from other EDGARizing services, as well as from corporate entities and law firms that provide their own in-house EDGARizing services. We are newly entering this market, therefore we do not know if our services will generate widespread market acceptance. Several factors may contribute to our products and services not achieving broad market acceptance, which include:
 
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·  
failure to build brand recognition of Format;
·  
increased competition among other EDGARizing providers;
·  
failure to acquire, maintain and use state-of-the-art designing and computer equipment and document reformatting software;
·  
failure or stagnation of the e-commerce industry; and
·  
failure of clientele to use our EDGARizing services.
 
The software and equipment we use in our EDGARizing business are subject to rapid technological change and could cause us to make significant capital investment in new equipment. Newer technologies, techniques or products for the delivery of EDGARizing services we offer could be developed with better performance than the computer equipment and software that we use. The availability of new and better technologies could require us to make significant investments in computer equipment and software, render our current computer equipment or software obsolete and have a significant negative impact on our business and results of operations. Furthermore, technological changes, such as improvements or advancements in computer equipment or software could require a significant investment on our part to train our designers how to use these new applications.

Significant decreases in EDGARizing prices could harm our business by decreasing the demand for our services, lowering the barriers to market entry and increasing market competitiveness. A significant reduction in the price of document reformatting computer equipment or software could reduce the demand for our services by making it economically more attractive for small reporting companies and law firms that are our primary target market to buy their own document reformatting computer equipment and software begin to compete with us. Furthermore, decreases in prices of document reformatting software and computer equipment could result in smaller business ceasing to use our services to perform basic EDGARizing projects. In addition, price decreases could force us to reduce our fees in response to this reduction in demand or as a means to remain competitive.

We anticipate that we may need to raise additional capital to market our services. Our failure to raise additional capital will significantly affect our ability to fund our proposed activities. To market our services, we may be required to raise additional funds. We do not know if we will be able to acquire additional financing. We anticipate that we will spend significant funds on the marketing
and promotion of our services. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our sales and marketing activities.

Our officers and directors are engaged in other activities and could have conflicts of interest with us. Mr. Neely, our president, chief financial officer, secretary and one of our directors, and Robert Summers, one of our directors, engage in other activities unrelated to our operations. Our officers and directors may have conflicts of interest in allocating time, services, and functions between the other business ventures in which those persons may be or become involved. Our officers and directors may not have sufficient staff, consultants, employees, agents, contractors, and managers to adequately conduct our business.

As a service-oriented company, we depend on the efforts and abilities of our senior management to manage our operations and perform our EDGARization services. None of our officers and directors has entered into employment agreements with us. We currently do not maintain any life insurance for any of our officers or directors. Our ability to provide services will depend on the continued services of Ryan Neely, our President, Secretary and director. The loss of various members of our management team could harm our business and our prospects. For example, any loss of services provided by Ryan Neely would be particularly detrimental to us because, among other things, the loss would slow our growth, sever the relationships and contacts we maintain through Mr. Neely within the EDGARizing industry and deprive us of his experience.
 
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Risks Related to Owning Our Common Stock

We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares. No public market currently exists as our common stock, which is eligible for quotation on the Pink Sheets. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Purchasers of shares of our common stock may not realize any return on their purchase of our shares. Purchasers may lose their investments in us completely.

Our officers, directors and principal security holders own approximately 80% of our outstanding shares of common stock, allowing these shareholders to exert significant influence in matters requiring approval of our shareholders. Our directors, officers and principal security holders, taken as a group, together with their affiliates, beneficially own, in the aggregate, approximately 80% of our outstanding shares of common stock. Our principal security holders may be able to exert significant influence, or even control, matters requiring approval by our security holders, including the election of directors. Such concentrated control may also make it difficult for our shareholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into a different transaction which requires shareholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.

Our common stock may be subject to penny stock regulations which may make it difficult for investors to sell their stock. The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer 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. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If our common stock becomes subject to the penny stock rules, holders of our shares may have difficulty selling those shares.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Information in this registration statement contains “forward looking statements” which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policy and Estimates. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.
 
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The following discussion of our financial condition and results of operations should be read in conjunction with (1) our audited financial statements for the years ended December 31, 2005 and 2004, together with notes thereto included in this Form 10-SB and (2) our unaudited interim financial statements and notes thereto for the six months ended June 30, 2006 and 2005 also included in this Form 10-SB.

For the six month period ended June 30, 2006.

Results of Operations.

Revenues. We generated revenues of $41,390 for the six months ended June 30, 2006, as compared to $17,965 for the six months ended June 30, 2005. The increase in revenues from that six month period in 2005 to 2006 was primarily due to the fact that we accommodated all clients that wish to file their document on EDGAR in HTML format. Prior to 2006, we EDGARized most of our clients’ documents in ASCII which we believe is an inferior format to HTML. We believe that our ability to file all documents in HTML will improve our ability to compete with other providers of EDGARization services. We anticipate that our revenues will increase as we develop additional relationships with potential clients for our services.

Operating Expenses. For the six months ended June 30, 2006, our total operating expenses were $89,601, as compared to total operating expenses of $43,812 for the six months ended June 30, 2005. The increase in total operating expenses is primarily due to the increase in professional fees, which increased to $37,043 for the six months ended June 30, 2006, from $10,429 for the six months ended June 30, 2005. The increase in professional fees is attributed to the increased accounting expenses related to the audit of our financial statements. The increase in total operating expenses is also due increased wages and wage related expenses which increased to $22,669 for the six months ended June 30, 2006, from $8,513 for the six months ended June 30, 2005. Our net loss for the six months ended June 30, 2006, was approximately $50,213, as compared to a net loss of $17,181 for the six months ended June 30, 2005.

Liquidity and Capital Resources. We had cash of $9,880 and accounts receivable of $11,080 as of June 30, 2006, together with $3,527 of prepaid expenses, $7,721 in marketable securities and $2,000 of a security deposit, making our total current assets $34,208 as of that date. The total of our property and equipment, less accumulated depreciation, was a net value of $20,422. We also have a loan receivable to a non-related company in the amount of $20,500. The loan is interest free and is due on demand. Therefore, our total assets as of June 30, 2006, were $75,130.

On August 9, 2006, Ryan Neely, our president, secretary, chief financial officer and one of our directors, loaned us $24,000. On August 31, 2006, Mr. Neely loaned us an additional $25,000. Both loans are interest free and due on demand. We intend to use some of those funds to pay our auditors for the audit of our financial statements. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity as we will need to obtain funds to pay those expenses.

As of June 30, 2006, our current liabilities were $74,021, of which $52,152 was represented by accounts payable and $21,869, in notes payable to Mr. Neely. We had no other long term liabilities, commitments or contingencies.

For the year ended December 31, 2005.

Revenues. We generated revenues of $70,133 for the year ended December 31, 2005, as compared to $84,208 for the year ended December 31, 2004. The decrease in revenues from 2005 to 2004 was primarily due to the fact that we were losing clients that wanted to file their document on EDGAR in HTML format. Prior to 2006, we EDGARized most of our clients’ documents in ASCII which we believe is an inferior format to HTML. We believe that our ability to file all documents in HTML will improve our ability to compete with other providers of EDGARization services.

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Operating Expenses. For the year ended December 31, 2005, our total operating expenses were $136,865, as compared to total operating expenses of $160,175 for the year ended December 31, 2004. The decrease in total operating expenses is primarily due to the bad debt write off, which decreased to $9,764 for the year ended December 31, 2005, from $65,062 for the year ended December 31, 2004. The bad debt write in 2004 was due to receivables that we believed were uncollectible. Wages and wage related expenses which increased to $42,046 for the year ended December 31, 2005, from $25,962 for the year ended December 31, 2004. Our net loss for the year ended December 31, 2005, was approximately $48,785, as compared to a net loss of $84,446 for the year ended December 31, 2004.

Liquidity and Capital Resources. We had cash of $16,797 and accounts receivable of $37,623 as of December 31, 2005, together with $5,439 of prepaid expenses and $2,000 of a security deposit, making our total current assets $61,859 as of that date. The total of our property and equipment, less accumulated depreciation, was a net value of $24,326. We also have a loan receivable to a non-related company in the amount of $21,500. The loan is interest free and is due on demand. Therefore, our total assets as of December 31, 2005, were $107,685.

As of December 31, 2005, our current liabilities were $55,563, of which $37,386 was represented by accounts payable, which increased from $15,519 as December 31, 2004. The increase in accounts payable was due primarily to our inability to pay certain invoices. We also had $18,177, in notes payable to Mr. Neely. We had no other long term liabilities, commitments or contingencies.

For the year ended December 31, 2004.

Revenues. We generated revenues of $84,208 for the year ended December 31, 2004, as compared to $172,999 for the year ended December 31, 2003. The decrease in revenues from 2005 to 2004 was primarily due to the fact that we were losing clients that wish to file their document on EDGAR in HTML format. Prior to 2006, we EDGARized most of our clients’ documents in ASCII which we believe is an inferior format to HTML. The decrease in revenues was also attributable to credit tightening measures that we enacted in 2004 and caused us to refuse work from certain clients due to their inability to pay us in a timely manner. We were not able to collect a significant portion of those revenues from 2003, which is evidenced by the bad debt of $65,062 in 2005. Our other income for the year ended December 31, 2003, included a significant gain of $120,000, which was due to our ownership of shares of common stock of one of our clients that we received previously for services.

Operating Expenses. For the year ended December 31, 2004, our total operating expenses were $160,175, as compared to total operating expenses of $145,854 for the year ended December 31, 2003. The increase in total operating expenses is primarily due to the bad debt write off, which increased to $65,062 for the year ended December 31, 2004, from $3,000 for the year ended December 31, 2003. The bad debt write in 2004 was due to receivables that we believed were uncollectible. We also had outside services expense of $68,450 for the year ended December 31, 2003, compared to outside services expense of $0 for the year ended December 31, 2004. The outside services in 2003 were for outside contractors that handled EDGARizing services for us. Our net loss for the year ended December 31, 2004, was approximately $84,446, as compared to a gain of $168,092 for the year ended December 31, 2003, which resulted from the gain of $120,000 of other income due the shares of common stock of one of our clients that we received previously for services.

Liquidity and Capital Resources. We had cash of $37,596 and accounts receivable of $30,697 as of December 31, 2004, together with $5,560 of prepaid expenses, marketable securities of $899 and $3,531 of a security deposit, making our total current assets $78,283 as of that date. The total of our property and equipment, less accumulated depreciation, was a net value of $34,589. We also have a loan receivable in the amount of $34,500. The loan is interest free and is due on demand. Therefore, our total assets as of December 31, 2005, were $147,372.

As of December 31, 2004, our current liabilities were $45,665, of which $15,519 was represented by accounts payable, and $11,169 of a note payable and $18,977, due to Mr. Neely. The $11,169 of a note payable was the balance due on the note for the automobile, which we paid off during 2004. We had no other long term liabilities, commitments or contingencies.
 
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Our Plan of Operation for the Next Twelve Months. To effectuate our business plan during the next twelve months, we must increase the number of clients we service and market and promote our services. We believe that our ability to file all documents in HTML has significantly improved our ability to compete with other providers of EDGARization services. We have been actively meeting with our referral sources, such as accountants and attorneys, to understand how we can better service their clients’ needs and how we can obtain EDGARization work from clients of theirs that currently use another provider. We believe that referrals will continue to comprise a majority of our business, and we hope to nurture and care for the relationships we have so that we can attract more clients.
 
We have also initiated a direct marketing campaign to newly public and small public companies. We believe that many smaller public companies are particularly sensitive to pricing. Therefore, we have targeted those companies as potential customers. We plan to mail information with pricing specials as well as make direct marketing calls to those companies in an effort to attract their business.

We had cash of $9,880 as of June 30, 2006. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Besides generating revenue from our current operations, we may need to raise additional capital to conduct further marketing activities and expand our operations to the point at which we are able to operate profitably. Other than anticipated increases in marketing expenses and the legal and accounting costs of becoming a public company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

In the event that we experience a shortfall in our capital, we intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers and directors are not committed to contribute funds to pay for our expenses.

Our belief that our officers and directors will pay our expenses is based on the fact that our officers and directors collectively own 3,007,500 shares of our common stock, which equals approximately 80% of our outstanding common stock. We believe that our officers and directors will continue to pay our expenses as long as they maintain their ownership of our common stock. However, our officers and directors are not committed to contribute additional capital.

We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not anticipate that we will purchase or sell any significant equipment. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Item 3. Description of Property.

Property held by Us. As of the dates specified in the following table, we held the following property in the following amounts:

Property
June 30, 2006
December 31, 2005
December 31, 2004
Cash and equivalents
$9,880
$16,797
$37,596
Property and equipment, net
$20,422
$24,326
$34,589

We define cash equivalents as all highly liquid investments with a maturity of 3 months or less when purchased. We do not presently own any interests in real estate.
 
10


Our Facilities. Our executive, administrative and operating offices are located at 27126 Paseo Espada, Suite 705, San Juan Capistrano, CA 92675. Our office space is approximately 515 square feet and consists of two offices with a reception area. The term of our lease is month to month and we pay rent of $1,300 per month. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information as of August 31, 2006, regarding the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) by each of our directors and executive officers and (iii) by all of our executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.
 
Name and Address
of Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of Class
Ryan Neely
336 Plaza Estival
San Clemente, CA 92672
3,000,000 shares (1)
president, secretary, chief
financial officer and a director
79.5%
Michelle Neely
336 Plaza Estival
San Clemente, CA 92672
3,000,000 shares (1)
79.5%
Robert Summers
77 Pasto Rico
Ranco Santa Margarita, CA 92688
7,500 shares
director
0.2%
All directors and named executive officers as a group
3,007,500 shares
79.7%
 
(1) Ryan A. Neely, our officer and sole director, who owns 2,000,000 shares, is married to Michelle Neely, our former officer and sole director, who owns 1,000,000 shares. Therefore, each beneficially owns 3,000,000 shares of common stock, which equals approximately 79.5% of our issued and outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Changes in Control. We are not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-B.

Item 5. Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors. Each of our directors is elected by the stockholders for a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors for a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, audit or compensation committee.

The following table sets forth information regarding our executive officers and directors as well as other key members of our management.

Name
Age
Position
Ryan A. Neely
35
president, secretary, chief financial officer, director
Robert D. Summers
36
director
 
11


Ryan A. Neely. Mr. Neely has been our president, secretary and director since April 2001, and our chief financial officer since April 2004. Mr. Neely manages all aspects of our operations, including marketing and sales of our services. Mr. Neely also served as our chief financial officer from April 2001 to February 2003. From 2000 to 2001, Mr. Neely was the chief executive officer of JPAL, Inc., a Nevada corporation and an Internet based provider of vacation rental properties and services. From May 1999 to September 1999, Mr. Neely worked as a sales account manager for Unified Research Laboratories, Inc., which was acquired by Symantec Corporation. Unified Research Laboratories, Inc. was a developer of Internet content-control software and web filtering technologies. From 1996 to August 1998, Mr. Neely worked as a regional sales manager where he was responsible for all enterprise sales for Log-On Data Corp., Inc., a California corporation, which has since changed its name to 8e6 Technologies, Inc. Mr. Neely is not currently a director of any other reporting company.

Robert D. Summers. Mr. Summers has been one of our directors since February 2003. Since 1996 to the present, Mr. Summers has been employed as a staff accountant with Frankel & Summers, CPAs, which is an accounting firm in Laguna Hills, California. Mr. Summers earned his Bachelor of Science degree in Business in 1996 from California State University at Fullerton. Mr. Summers is not an officer or director of any reporting company.

There is no family relationship between any of our officers or directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony, nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.


Item 6. Executive Compensation.

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation for services in all capacities to us for the year ended payable to our President and our other executive officers during the years ending December 31, 2005, 2004 and 2003. Our Board of Directors may adopt an incentive stock option plan for our executive officers which would result in additional compensation.
 
SUMMARY COMPENSATION TABLE
Name and
Principal
Position
Year
Annual Compensation
Long Term Compensation
All Other Compensation
 
 
Salary
Bonus
Other Annual Compensation
Awards
Payouts
 
 
 
 
 
 
Securities Under Options/ SARs Granted
Restricted Shares or Restricted Share Units
LTIP Payouts
 
Ryan Neely President, CFO, Secretary,
& Director
2005
2004
2003
$42,046
$25,962
$23,841
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
 
12

 

Long-Term Incentive Plans. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

Compensation of Directors. Our directors who are also our employees receive no extra compensation for their service on our board of directors.

Employment Contracts and Termination of Employment. We do not anticipate that we will enter into any employment contracts with any of our employees. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).


Item 7. Certain Relationships and Related Transactions.

Related Party Transactions.

From time to time, Ryan Neely, our president, chief financial officer, secretary and one of our directors advances money to us for working capital with no interest, due on demand. As of December 31, 2005 and 2004, we have $18,177 and $18,977, respectively, due to Mr. Neely as a current liability. As of June 30, 2006, we have $21,869 due to Mr. Neely as a current liability.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
 
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:
 
·  
disclosing such transactions in prospectuses where required;
·  
disclosing in any and all filings with the Securities and Exchange Commission, where required;
·  
obtaining disinterested directors consent; and
·  
obtaining shareholder consent where required.
 
Item 8. Description of Securities.

Common Stock. Our authorized capital stock consists of 50,000,000 shares of $.001 par value common stock, of which 3,770,083 were issued and outstanding as of August 31, 2006. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors from funds legally available therefore. Cash dividends are at the sole discretion of our board of directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.
 
13


Preferred Stock. Our authorized capital stock also consists of 5,000,000 shares of $.001 par value preferred stock, of which no such shares are issued and outstanding as of August 31, 2006.

Dividend Policy. We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors and subject to any restrictions that may be imposed by our lenders.

Transfer Agent. Pacific Stock Transfer Company, 500 East Warm Springs, Suite 240, Las Vegas, Nevada 89119, has been appointed the transfer agent of our common stock.

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.


Reports to Security Holders. We will be a reporting company pursuant to the Securities and Exchange Act of 1934 following the expiration of 60 days after the filing of this Registration Statement on Form 10-SB. As such, we will be required to provide an annual report to our security holders, which will include audited financial statements, and quarterly reports, which will contain unaudited financial statements. The public may read and copy any materials filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There are no outstanding shares of our common stock that we have agreed to register under the Securities Act for sale by security holders. The approximate number of holders of record of shares of our common stock is sixty.

There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.

No Equity Compensation Plan. We do not have an equity compensation plan and do not plan to implement such a plan.
 
Penny Stock Regulation.

Trading of our securities will be in the over-the-counter markets which are commonly referred to as the "pink sheets" or on the OTC Bulletin Board. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of the securities offered.

Shares of our common stock will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
 
14


·  
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·  
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
·  
a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
·  
a toll-free telephone number for inquiries on disciplinary actions;
·  
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·  
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
 
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·  
the bid and offer quotations for the penny stock;
·  
the compensation of the broker-dealer and its salesperson in the transaction;
·  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·  
monthly account statements showing the market value of each penny stock held in the customer’s account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Item 2. Legal Proceedings.

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.
 
Item 3. Changes in and Disagreements with Accountants.

There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-B, except for the following:
 
Effective July 31, 2006, we dismissed Hall and Company CPAs, Inc., which audited our financial statements for the fiscal years ended December 30, 2004, 2003, 2002 and 2001, and appointed Michael Pollack CPA to act as our independent chartered accountants. The reports of Hall and Company CPAs, Inc. for these fiscal years did not contain an adverse opinion, or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. During our two most recent fiscal years and the period from the end of the most recently completed fiscal year through July 31, 2006, the date of dismissal, there were no disagreements with Hall and Company CPAs, Inc. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Hall and Company CPAs, Inc. would have caused it to make reference to such disagreements in its reports.
 
Our audited financial statements for the year ended December 31, 2005, have been audited by Michael Pollack CPA. Our unaudited financial statements for the six months ended June 30, 2006, have been reviewed by Michael Pollack CPA. Hall and Company CPAs, Inc. was not involved in any way with the review of the unaudited financial statements for the six months ended June 30, 2006, or the audit of the financial statements for the year ended December 31, 2005. We have authorized Hall and Company CPAs, Inc. to discuss any matter relating to us and our operations with Michael Pollack CPA
 
15

 
The change in our auditors was recommended and approved by our board of directors since we do not have an audit committee.
 
During the two most recent fiscal years and subsequent interim period, we did not consult with Michael Pollack CPA regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any matter that was the subject of a disagreement or a reportable event as defined in the regulations of the Securities and Exchange Commission.
 
Hall and Company CPAs, Inc. reviewed the disclosures contained in this report. We advised Hall and Company CPAs, Inc. of the opportunity to furnish us with a letter addressed to the Securities and Exchange Commission concerning any new information, clarifying our disclosures herein, or stating any reason why Hall and Company CPAs, Inc. does not agree with any statements made by us in this report. Hall and Company CPAs, Inc. advised us that nothing has come to its attention which would cause it to believe that any such letter was necessary.

Item 4. Recent Sales of Unregistered Securities.

There have been no sales of unregistered securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-B, except for the following:

In August 2002, we issued 163,833 shares of our common stock to thirty-four investors for $0.02 per share. The shares were issued as a result of a private placement offering. There was no general solicitation used in this offering. The shares were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the Securities and Exchange Commission. Specifically, the offer was made to “accredited investors”, as that term is defined under applicable federal and state securities laws, and no more than 35 non-accredited investors. We believe that each purchaser who was not an accredited investor has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Each investor was given adequate access to sufficient information about us to make an informed investment decision. There were no commissions paid on the sale of these shares. The net proceeds to us were $4,945.

In August 2001, we issued 606,250 shares of our common stock to twenty-five investors for $0.02 per share. The shares were issued as a result of a private placement offering. There was no general solicitation used in this offering. The shares were issued in a transaction which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the Securities and Exchange Commission. Specifically, the offer was made to “accredited investors”, as that term is defined under applicable federal and state securities laws, and no more than 35 non-accredited investors. We believe that each purchaser who was not an accredited investor has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Each investor was given adequate access to sufficient information about us to make an informed investment decision. There were no commissions paid on the sale of these shares. The net proceeds to us were $12,125.

In March 2001, we issued 2,000,000 shares of our common stock to Ryan Neely, one of our founders, and currently our president, secretary and one of our directors, and 1,000,000 shares of our common stock to Michelle Neely, our former president, secretary, treasurer and sole director. We believe that Ms. Neely and Mr. Neely have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment. In addition, Mr. Neely and Ms. Neely had sufficient access to material information about us because she was our president, treasurer and one of our directors at the time of the stock issuance, and Mr. Neely was one of our founders. The shares were issued in a transaction which we believe satisfies the requirements of that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares were issued in exchange for services provided to us, which were valued at $2,000 and $1,000 respectively. That amount represented the fair value of the common stock on the date of issuance.
 
16


Item 5. Indemnification of Directors and Officers.

Article Seventh of our Articles of Incorporation includes a provision eliminating the personal liability of our officers and directors to us or our shareholders for breach of fiduciary duty involving any act or omission, except those acts and omissions which involve intentional misconduct, fraud, or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

Section Ten of our Bylaws limits the liability of our officers and directors. Officers and directors will not be liable to us for monetary damages occurring because of a breach of their fiduciary duty as directors in certain circumstances. Such limitation will not affect liability for any breach of any of our director’s duty to us or our shareholders (i) with respect to approval by the director of any transaction from which he or she derives an improper personal benefit, (ii) with respect to acts or omissions involving an absence of good faith, that he or she believes to be contrary to the best interests of us or our shareholders, that involve intentional misconduct or a knowing and culpable violation of law, that constitute an unexcused pattern of inattention that amounts to an abdication of his or her duty to us or our shareholders, or that indicate a reckless disregard for his or her duty to us or our shareholders in circumstances in which he or she was or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to us or our shareholders, or (iii) based on transactions between us and our directors or another corporation with interrelated directors or on improper distributions, loans or guaranties pursuant to applicable sections of the Nevada General Corporation Law. Such limitation of liability will not affect the availability of equitable remedies such as injunctive relief or rescission. Our Bylaws provide that we will indemnify our directors and officers to the extent permitted by law, including circumstances in which indemnification is otherwise discretionary under the Nevada General Corporation Law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

PART F/S

The following financial statements, as specified in Regulation 228.310 (Item 310), are filed with this Registration Statement on Form 10-SB.
 
1. Unaudited Financial Statements for the Period Ended June 30, 2006 and 2005 (Attached)
2. Audited Financial Statements for the Year Ended December 31, 2005 and 2004 (Attached)
3. Audited Financial Statements for the Year Ended December 31, 2004 and 2003 (Attached)
 
17

 
FORMAT, INC.
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
 
 
Page(s)
   
Reviewed Financial Statements:
 
Report of Independent Registered Public Accounting Firm
F-1
Balance Sheet as of June 30, 2006
F-2
Statements of Operations for the six months ended June 30, 2006 and 2005
F-3
Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2005 and 2004 and six months ended June 30, 2006
F-4
Statements of Cash Flows for the six months ended June 30, 2006 and 2005
F-5
Notes to Financial Statements
F-6-F-14
 
 
18

 
Report of Independent Registered Public Accounting Firm
 

To the Board of Directors and Shareholders
Format, Inc.

I have reviewed the accompanying balance sheet of Format, Inc. (the "Company") as of June 30, 2006, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the six months ended June 30, 2006 and 2005. These interim financial statements are the responsibility of the Company's management.

I conducted the reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.


/s/Michael Pollack CPA

Cherry Hill, New Jersey
August 29, 2006
 
F-1

 
FORMAT, INC.
 
BALANCE SHEETS
 
JUNE 30, 2006 (UNAUDITED)
 
       
ASSETS
 
       
CURRENT ASSETS
     
Cash
 
$
9,880
 
Marketable securities, at fair value
   
7,721
 
Accounts receivable, net
   
11,080
 
Security deposit
   
2,000
 
Prepaid expenses and other current assets
   
3,527
 
Total current assets
   
34,208
 
         
Fixed assets, net of depreciation
   
20,422
 
         
Other Asset
       
Loan receivable
   
20,500
 
Total other asset
   
20,500
 
 
     
TOTAL ASSETS
 
$
75,130
 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         
CURRENT LIABILITIES
       
Accounts payable and accrued expenses
 
$
52,152
 
Related party advance
   
21,869
 
Total current liabilities
   
74,021
 
         
TOTAL LIABILITIES
   
74,021
 
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
Preferred stock, par value $0.001 per share, 50,000,000 shares authorized and
       
0 shares issued and outstanding
   
-
 
Common stock, par value $0.001 per share, 50,000,000 shares authorized and
       
3,770,083 shares issued and outstanding)
   
3,770
 
Additional paid-in capital
   
37,809
 
Retained earnings (defict)
   
(40,470
)
Total stockholders' equity (deficit)
   
1,109
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
75,130
 
 
The accompanying notes are an integral part of these financial statements.
 
F-2

 
FORMAT, INC.
 
STATEMENTS OF OPERATIONS
 
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
 
(UNAUDITED)
 
           
   
2006
 
2005
 
REVENUE
 
$
41,390
 
$
17,965
 
               
               
OPERATING EXPENSES
             
Wages and wage related expenses
   
22,669
   
8,513
 
Professional fees
   
37,043
   
10,429
 
Rent
   
8,320
   
9,454
 
Bad debt
   
3,049
   
-
 
General and administrative
   
12,716
   
9,858
 
Depreciation
   
5,804
   
5,558
 
               
Total operating expenses
   
89,601
   
43,812
 
               
NET LOSS FROM OPERATIONS BEFORE OTHER INCOME AND
             
PROVISION FOR INCOME TAXES
   
(48,211
)
 
(25,847
)
               
OTHER INCOME
             
Rental income
   
3,120
   
8,800
 
Realized gains (losses) on marketable securities
   
(5,140
)
 
(197
)
Interest income
   
18
   
63
 
               
Total other income
   
(2,002
)
 
8,666
 
               
NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES
   
(50,213
)
 
(17,181
)
               
Provision for income taxes
   
(800
)
 
-
 
               
NET (LOSS) APPLICABLE TO SHARES
 
$
(51,013
)
$
(17,181
)
               
NET (LOSS) PER BASIC AND DILUTED SHARES
 
$
(0.01
)
$
(0.00
)
               
WEIGHTED AVERAGE NUMBER OF
             
SHARES OUTSTANDING (DATAMAT)
   
3,770,083
   
3,770,083
 
 
The accompanying notes are an integral part of these financial statements.
 
F-3

 
FORMAT, INC.
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY\(DEFICIT)
 
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND YEARS ENDED DECEMBER 31, 2005 AND 2004
 
(UNAUDITED)
 
                       
           
Additional
 
Retained
     
   
Common Stock
 
Paid-In
 
Earnings
     
   
Shares
 
Amount
 
Capital
 
(Deficit)
 
Total
 
Balance - January 1, 2004
   
3,770,083
 
$
3,770
 
$
37,809
 
$
86,664
 
$
128,243
 
                                 
Net loss for the year
   
-
   
-
   
-
   
(26,536
)
 
(26,536
)
                                 
Balance - December 31, 2004
   
3,770,083
   
3,770
   
37,809
   
60,128
   
101,707
 
                                 
Net loss for the year
   
-
   
-
   
-
   
(49,585
)
 
(49,585
)
                                 
Balance - December 31, 2005
   
3,770,083
   
3,770
   
37,809
   
10,543
   
52,122
 
                                 
Net loss for the period
   
-
   
-
   
-
   
(51,013
)
 
(51,013
)
                                 
Balance - June 30, 2006
   
3,770,083
 
$
3,770
 
$
37,809
 
$
(40,470
)
$
1,109
 
 
The accompanying notes are an integral part of these financial statements.
 
F-4

 
FORMAT, INC.
 
STATEMENTS OF CASH FLOW
 
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
 
(UNAUDITED)
 
           
           
   
2006
 
2005
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net (loss)
 
$
(51,013
)
$
(17,181
)
               
Adjustments to reconcile net (loss)
         
to net cash (used in) operating activities:
             
               
Depreciation
   
5,804
   
5,558
 
Realized loss on marketable securities
   
5,140
   
197
 
Change in assets and liabilities
             
Decrease in marketable securities, at fair value
   
-
   
702
 
(Increase) decrease in accounts receivable
   
3,874
   
(2,435
)
Decrease in prepaid expenses and other current assets
   
1,912
   
5,000
 
Decrease in security deposits
   
-
   
1,120
 
Increase (decrease) in accounts payable and accrued expenses
   
14,766
   
(5,550
)
Total adjustments
   
31,496
   
4,592
 
Net cash (used in) operating activities
   
(19,517
)
 
(12,589
)
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Proceeds from the sale of marketable securities
   
9,808
   
-
 
Decrease in loan receivable
   
1,000
   
-
 
(Acquisitions) of fixed assets
   
(1,900
)
 
-
 
Net cash provided by investing activities
   
8,908
   
-
 
 
         
CASH FLOWS FROM FINANCING ACTIVITIES:
         
(Repayment) of notes payable
   
-
   
(4,296
)
Increase in advances - related partry
   
3,692
   
-
 
Net cash provided by (used in) financing activities
   
3,692
   
(4,296
)
               
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(6,917
)
 
(16,885
)
 
         
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR
   
16,797
   
37,596
 
 
         
CASH AND CASH EQUIVALENTS - END OF YEAR
 
$
9,880
 
$
20,711
 
               
SUPPLEMENTAL INFORMATION OF CASHFLOW ACTIVITY
             
Cash paid during the year for income taxes
 
$
800
 
$
800
 
               
SUPPLEMENTAL INFORMATION ON NONCASH ACTIVITY
             
Accounts receivable paid off with marketable securities through the shareholder
 
$
22,669
 
$
-
 
 
The accompanying notes are an integral part of these financial statements.
 
F-5

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED)
 
 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
Format, Inc. (the “Company”) was incorporated in the State of Delaware on March 21, 2001.

The Company provides transactional financial, corporate reporting, commercial and digital printing for its customers.

Transactional financial printing includes registration statements, prospectuses, debt arrangements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, mergers and acquisitions.

Corporate reporting includes interim reports, regular proxy materials prepared by corporations for distribution to stockholders, and Securities and Exchange Commission reports on Form 10-K and other forms.

Commercial printing consists of annual reports, sales and marketing literature, newsletters and other custom-printed products.

The Company receives its clients’ information in a variety of formats and reprocesses it for distribution typically in print, digital or Internet formats.

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
    
Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.
 
The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.
 
F-6

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED)

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Allowance for Doubtful Accounts
 
The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables as well as historical collection information. Credit is granted to substantially all customers on an unsecured basis. In determining the amount of the allowance, management is required to make certain estimates and assumptions. Management has determined that as of June 30, 2006, an allowance of $4,675 is required. Certain accounts receivables at December 31, 2005 were settled in 2006 for the issuance of shares of the respective companies common stock. The certificates were issued to the principal shareholder of the Company individually, not in the name of the Company. The Company in 2006 has reflected this as an offset to the advances this shareholder advanced the Company with the difference to wages.
 
Fixed Assets
 
Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (five years). Costs of maintenance and repairs are charged to expense as incurred.
 
Recoverability of Long-Lived Assets
 
The Company reviews the recoverability of its long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale are carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 
Revenue Recognition
 
The Company generates revenue from professional services rendered to customers either at time of delivery or completion, where collectibility is probable. The Company’s fees are fixed.
 
Stock-Based Compensation
 
Employee stock awards under the Company's compensation plans are accounted for in accordance with Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, and related interpretations. The Company provides the disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and related interpretations.
F-7

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED)
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Stock-Based Compensation (Continued)
 
Stock-based awards to non-employees are accounted for under the provisions of SFAS 123 and have adopted the enhanced disclosure provisions of SFAS 148 “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of SFAS No. 123”.
 
The Company measures compensation expense for its employee stock-based compensation using the intrinsic-value method. Under the intrinsic-value method of accounting for stock-based compensation, when the exercise price of options granted to employees is less than the estimated fair value of the underlying stock on the date of grant, deferred compensation is recognized and is amortized to compensation expense over the applicable vesting period. For disclosure purposes, pro forma net loss and loss per share impacts are provided as if the fair value method under SFAS 123 had been applied:
 

   
Six Months Ended
 
   
June 30,
 
June 30,
 
   
2006
 
2005
 
           
Net (loss), as reported
 
$
(51,013
)
$
(17,181
)
Add: Stock-based employee compensation expense
             
included in reported net income (loss), net of related
             
tax effects
   
-
   
-
 
Less: Total stock-based employee
             
compensation expense determined
             
under fair value-based method for all
             
awards, net of related tax effects
   
-
   
-
 
               
Pro forma net income (loss)
 
$
(51,013
)
$
(17,181
)
               
Basic and diluted income (loss) per share:
             
As reported
 
$
(0.01
)
$
-
 
               
Pro forma
 
$
(0.01
)
$
-
 
 
 
Concentrations
 
The Company has derived 73% and 87% of its operating revenue from four customers, respectively.
 
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and marketable securities. Accounts receivable are generally due within 30 days and no collateral is required.
 
F-8

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Fair Value of Financial Instruments
 
The carrying amount reported in the balance sheet for cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses, and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
 
Income Taxes
 
Under Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes,” the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
 
(Loss) Per Share of Common Stock
 
Basic net (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding for the period. Diluted earnings per share includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented.
 
There were no options or warrants to purchase shares of common stock at June 30, 2006 and 2005, respectively.
 
The following is a reconciliation of the computation for basic and diluted EPS:
 

   
Six Months Ended
 
   
June 30,
 
June 30,
 
   
2006
 
2005
 
           
Net (loss)
 
$
(51,013
)
$
(17,181
)
               
Weighted-average common shares
             
outstanding :
             
Basic
   
3,770,083
   
3,770,083
 
Effect of dilutive securities-
             
warrants
   
-
   
-
 
Diluted
   
3,770,083
   
3,770,083
 
               
Basic net (loss) per share
 
$
(0.01
)
$
(0.00
)
               
Diluted net (loss) per share
 
$
(0.01
)
$
(0.00
)

 
F-9

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
Comprehensive Income

The Company adopted SFAS 130, “Reporting Comprehensive Income,” (“SFAS 130”). SFAS 130 requires the reporting of comprehensive income in addition to net income (loss) from operations.
 
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
 
Marketable Securities

The Company accounts for its marketable securities in accordance with Statement of Financial Accounting Standards No. 115 (SFAS 115), “Accounting for Certain Investments in Debt and Equity Securities.” The Company determines the appropriate classification of all marketable securities as trading, available-for-sale, or held-to-maturity at the time of purchase and re-evaluates such classification as of each balance sheet date.
 
At June 30, 2006, the Company’s investments in marketable securities were classified as trading securities, and as a result the balance is reflected at fair value on the balance sheet, and all realized and unrealized gains and losses are reflected in other income (expense) in the statements of operations for the six months ended June 30, 2006 and 2005, respectively.
 
Recent Issued Accounting Standards
 
In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. In December 2003, the FASB revised FIN 46 and issued FIN 46 (revised December 2003) ("FIN 46R"). In addition to conforming to previously issued FASB Staff Positions, FIN No. 46R deferred the implementation date for certain variable interest entities. This revised interpretation is effective for all entities no later than the end of the first reporting period that ends after March 15, 2004. The Company does not have any investments in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption of this interpretation will not have any impact on the Company’s results of operations, financial position or cash flows.

F-10

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) published Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans. The provisions of SFAS 123R, as amended, are effective for small business issuers beginning as of the next interim period after December 15, 2005.
 
On December 16, 2004, FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion 29, Accounting for Non-monetary Transaction” ("SFAS 153"). This statement amends APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. Under SFAS 153, if a non-monetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. SFAS 153 is effective for non-monetary transactions in fiscal periods that begin after June 15, 2005. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows.
 
In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections (“SFAS 154”). SFAS 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and requires the direct effects of accounting principle changes to be retrospectively applied. The existing guidance with respect to accounting estimate changes and corrections of errors is carried forward in SFAS 154. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS 154 to have a material effect on its financial statements.
 
F-11

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED
 
 
NOTE 3-
FIXED ASSETS
 
Fixed assets consist of the following as of June 30, 2006:
 
 
   
Estimated Useful
     
   
Lives (Years)
     
           
Office machinery and equipment
   
5
 
$
24,326
 
Furniture and fixtures
   
5
   
2,011
 
Automobile
   
5
   
30,929
 
           
57,266
 
Less: Accumulated depreciation
         
(36,844
)
               
Total, net
       
$
20,422
 
 
 
Depreciation expense was $5,804 and $5,558 for the six months ended June 30, 2006 and 2005, respectively.
 
NOTE 4-
LOANS RECEIVABLE
 
The Company as of June 30, 2006 has loans receivable to a non-related company in the amount of $20,500. The loan is interest free and is due on demand.
 
NOTE 5-
RELATED PARTY TRANSACTIONS
 
The Company from time to time is advanced money from a shareholder for working capital with no interest, due on demand. As of June 30, 2006, the Company has $21,869 due to the shareholder as a current liability.
 
NOTE 6-
NOTE PAYABLE - BANK
 
The Company entered into a note payable with a financial institution to finance the purchase of a vehicle. The note is secured by the vehicle and bears no interest. The Company was paying $859 in monthly installments. The note matured December 31, 2005, at which time the note was paid off.
 
F-12

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED)
 
 
NOTE 7-
STOCKHOLDERS’ EQUITY (DEFICIT)
 
Preferred Stock
 
The Company has 5,000,000 shares of preferred stock authorized as of June 30, 2006 with a par value of $.001.
 
The Company has 0 shares of preferred stock issued and outstanding as of June 30, 2006.
 
There were no issuances of preferred stock during the six months ended June 30, 2006 and the years ended December 31, 2005 and 2004, respectively.
 
Common Stock
 
The Company has 50,000,000 shares of common stock authorized as of June 30, 2006 with a par value of $.001.
 
The Company has 3,770,083 shares of common stock issued and outstanding as of June 30, 2006.
 
There were no issuances of common stock during the six months ended June 30, 2006 and the years ended December 31, 2005 and 2004, respectively.
 
Options and Warrants
 
The were no options or warrants granted, or outstanding as of or during the six months ended June 30, 2006 and 2005, respectively.
 
NOTE 8-
COMMITMENTS
 
Rental
 
The Company leases office space under an operating lease that is on an annual renewing term. The Company in June 2006, vacated their space and rented new space. The security deposit of $2,000 was refunded to the Company in July 2006.
 
Rent expense for the six months ended June 30, 2006 and 2005 was $8,320 and $9,454, respectively.
 
F-13

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006 AND 2005 (UNAUDITED)

NOTE 9-
PROVISION FOR INCOME TAXES
 
Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At June 30, 2006, deferred tax assets were not considered material. They consist of depreciation differences calculated on book versus tax methods. All unrealized gains and losses on marketable securities no longer exist in the Company, as all accounts are closed.

A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the six months ended June 30, 2006 and 2005 is summarized below.
 
 
 
 
2006
 
2005
Federal statutory rate
34.0%
 
34.0%
State income taxes - California
6.0
 
6.0
 
F-14

 
FORMAT, INC.
INDEX TO FINANCIAL STATEMENTS
 
 
Page(s)
   
Audited Financial Statements:
 
Report of Independent Registered Public Accounting Firm.
F-16
Balance Sheets as of December 31, 2005 and 2004.
F-17
Statements of Operations for the years ended December 31, 2005 and 2004.
F-18
Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2005 and 2004.
F-19
Statements of Cash Flows for the years ended December 31, 2005 and 2004.
F-20
Notes to Financial Statements.
F-21-F-29
 
 
F-15

 
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Shareholders
Format, Inc.

I have audited the accompanying balance sheet of Format, Inc. (the "Company") as of December 31, 2005, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005, and their results of operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.


/s/Michael Pollack CPA

Cherry Hill, New Jersey
August 29, 2006
 
F-16

 
FORMAT, INC.
 
BALANCE SHEETS
 
DECEMBER 31, 2005 AND 2004
 
           
ASSETS
 
           
   
2005
 
2004
 
CURRENT ASSETS
         
Cash
 
$
16,797
 
$
37,596
 
Marketable securities, at fair value
   
-
   
899
 
Accounts receivable, net
   
37,623
   
30,697
 
Security deposit
   
2,000
   
3,531
 
Prepaid expenses and other current assets
   
5,439
   
5,560
 
Total current assets
   
61,859
   
78,283
 
               
Fixed assets, net of depreciation
   
24,326
   
34,589
 
               
Other Asset
             
Loan receivable
   
21,500
   
34,500
 
Total other asset
   
21,500
   
34,500
 
 
         
TOTAL ASSETS
 
$
107,685
 
$
147,372
 
               
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
     
               
CURRENT LIABILITIES
             
Accounts payable and accrued expenses
 
$
37,386
 
$
15,519
 
Note payable
   
-
   
11,169
 
Related party advance
   
18,177
   
18,977
 
Total current liabilities
   
55,563
   
45,665
 
               
TOTAL LIABILITIES
   
55,563
   
45,665
 
               
STOCKHOLDERS' EQUITY (DEFICIT)
             
Preferred stock, par value $0.001 per share, 50,000,000 shares authorized and
             
0 shares issued and outstanding
   
-
   
-
 
Common stock, par value $0.001 per share, 50,000,000 shares authorized and
             
3,770,083 shares issued and outstanding)
   
3,770
   
3,770
 
Additional paid-in capital
   
37,809
   
37,809
 
Retained earnings (defict)
   
10,543
   
60,128
 
Total stockholders' equity (deficit)
   
52,122
   
101,707
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
107,685
 
$
147,372
 
 
The accompanying notes are an integral part of these financial statements.
 
F-17

 
FORMAT, INC.
 
STATEMENTS OF OPERATIONS
 
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 
           
   
2005
 
2004
 
REVENUE
 
$
70,133
 
$
84,208
 
               
               
OPERATING EXPENSES
             
Wages and wage related expenses
   
42,046
   
25,962
 
Professional fees
   
31,856
   
23,204
 
Rent
   
18,907
   
14,820
 
Bad debt
   
9,764
   
65,062
 
General and administrative
   
23,177
   
22,107
 
Depreciation
   
11,115
   
9,020
 
               
Total operating expenses
   
136,865
   
160,175
 
               
NET LOSS FROM OPERATIONS BEFORE OTHER INCOME AND
             
PROVISION FOR INCOME TAXES
   
(66,732
)
 
(75,967
)
               
OTHER INCOME
             
Rental income
   
15,580
   
5,620
 
Other income
   
-
   
50,626
 
Realized gains (losses) on marketable securities
   
2,269
   
(64,779
)
Interest income
   
98
   
54
 
               
Total other income
   
17,947
   
(8,479
)
               
NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES
   
(48,785
)
 
(84,446
)
               
Provision for income taxes
   
(800
)
 
57,910
 
               
NET (LOSS) APPLICABLE TO SHARES
 
$
(49,585
)
$
(26,536
)
               
NET (LOSS) PER BASIC AND DILUTED SHARES
 
$
(0.01
)
$
(0.01
)
               
WEIGHTED AVERAGE NUMBER OF
             
SHARES OUTSTANDING (DATAMAT)
   
3,770,083
   
3,770,083
 
 
The accompanying notes are an integral part of these financial statements.
 
F-18

 
FORMAT, INC.
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY\(DEFICIT)
 
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 
                       
           
Additional
 
Retained
     
   
Common Stock
 
Paid-In
 
Earnings
     
   
Shares
 
Amount
 
Capital
 
(Deficit)
 
Total
 
Balance - January 1, 2004
   
3,770,083
 
$
3,770
 
$
37,809
 
$
86,664
 
$
128,243
 
                                 
Net loss for the year
   
-
   
-
   
-
   
(26,536
)
 
(26,536
)
                                 
Balance - December 31, 2004
   
3,770,083
   
3,770
   
37,809
   
60,128
   
101,707
 
                                 
Net loss for the year
   
-
   
-
   
-
   
(49,585
)
 
(49,585
)
                                 
Balance - December 31, 2005
   
3,770,083
 
$
3,770
 
$
37,809
 
$
10,543
 
$
52,122
 
 
The accompanying notes are an integral part of these financial statements.
 
F-19

 
FORMAT, INC.
 
STATEMENTS OF CASH FLOW
 
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
 
           
   
2005
 
2004
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net (loss)
 
$
(49,585
)
$
(26,536
)
               
Adjustments to reconcile net (loss)
         
to net cash provided by (used in) operating activities:
             
               
Depreciation
   
11,115
   
9,020
 
Realized (gain) loss on marketable securities
   
(2,269
)
 
64,496
 
Change in assets and liabilities
             
(Increase) decrease in marketable securities, at fair value
   
3,168
   
(899
)
(Increase) decrease in accounts receivable
   
(6,926
)
 
29,696
 
Decrease in prepaid expenses and other current assets
   
121
   
1,790
 
(Increase) decrease in security deposits
   
1,531
   
(3,531
)
Increase (decrease) in accounts payable and accrued expenses
   
21,867
   
(61,951
)
Total adjustments
   
28,607
   
38,621
 
Net cash provided by (used in) operating activities
   
(20,978
)
 
12,085
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Proceeds from the sale of marketable securities
   
-
   
59,504
 
(Increase) decrease in loan receivable
   
13,000
   
(34,500
)
(Acquisitions) of fixed assets
   
(852
)
 
(9,055
)
Net cash provided by investing activities
   
12,148
   
15,949
 
 
         
CASH FLOWS FROM FINANCING ACTIVITIES:
         
Borrowings (repayment) of notes payable
   
(11,169
)
 
(9,450
)
Increase (decrease) in advances - related partry
   
(800
)
 
658
 
Net cash (used in) financing activities
   
(11,969
)
 
(8,792
)
               
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(20,799
)
 
19,242
 
 
         
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR
   
37,596
   
18,354
 
 
         
CASH AND CASH EQUIVALENTS - END OF YEAR
 
$
16,797
 
$
37,596
 
               
SUPPLEMENTAL INFORMATION OF CASHFLOW ACTIVITY
             
Cash paid during the year for income taxes
 
$
6,781
 
$
7,135
 
 
The accompanying notes are an integral part of these financial statements.
 
F-20

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 
 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
Format, Inc. (the “Company”) was incorporated in the State of Delaware on March 21, 2001.

The Company provides transactional financial, corporate reporting, commercial and digital printing for its customers.

Transactional financial printing includes registration statements, prospectuses, debt arrangements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, mergers and acquisitions.

Corporate reporting includes interim reports, regular proxy materials prepared by corporations for distribution to stockholders, and Securities and Exchange Commission reports on Form 10-K and other forms.

Commercial printing consists of annual reports, sales and marketing literature, newsletters and other custom-printed products.

The Company receives its clients’ information in a variety of formats and reprocesses it for distribution typically in print, digital or Internet formats.

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.
 
The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.
 
F-21

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Allowance for Doubtful Accounts
 
The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables as well as historical collection information. Credit is granted to substantially all customers on an unsecured basis. In determining the amount of the allowance, management is required to make certain estimates and assumptions. Management has determined that as of December 31, 2005 and 2004, an allowance of $4,675 and $12,000, respectively is required. Certain accounts receivables at December 31, 2005 were settled in 2006 for the issuance of shares of the respective companies common stock. The certificates were issued to the principal shareholder of the Company individually, not in the name of the Company. The Company in 2006 has reflected this as an offset to the advances this shareholder advanced the Company with the difference to wages.
 
Fixed Assets
 
Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets (five years). Costs of maintenance and repairs are charged to expense as incurred.
 
Recoverability of Long-Lived Assets
 
The Company reviews the recoverability of its long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale are carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 
Revenue Recognition
 
The Company generates revenue from professional services rendered to customers either at time of delivery or completion, where collectibility is probable. The Company’s fees are fixed.
 
Stock-Based Compensation
 
Employee stock awards under the Company's compensation plans are accounted for in accordance with Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, and related interpretations. The Company provides the disclosure requirements of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and related interpretations.
 
F-22

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Stock-Based Compensation (Continued)
 
Stock-based awards to non-employees are accounted for under the provisions of SFAS 123 and have adopted the enhanced disclosure provisions of SFAS 148 “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of SFAS No. 123”.
 
The Company measures compensation expense for its employee stock-based compensation using the intrinsic-value method. Under the intrinsic-value method of accounting for stock-based compensation, when the exercise price of options granted to employees is less than the estimated fair value of the underlying stock on the date of grant, deferred compensation is recognized and is amortized to compensation expense over the applicable vesting period. For disclosure purposes, pro forma net loss and loss per share impacts are provided as if the fair value method under SFAS 123 had been applied:
 

   
Years Ended
 
   
December 31,
 
December 31,
 
   
2005
 
2004
 
           
Net (loss), as reported
 
$
(49,585
)
$
(26,536
)
Add: Stock-based employee compensation expense
             
included in reported net income (loss), net of related
             
tax effects
   
-
   
-
 
Less: Total stock-based employee
             
compensation expense determined
             
under fair value-based method for all
             
awards, net of related tax effects
   
-
   
-
 
               
Pro forma net income (loss)
 
$
(49,585
)
$
(26,536
)
               
Basic and diluted income (loss) per share:
             
As reported
 
$
(0.01
)
$
(0.01
)
               
Pro forma
 
$
(0.01
)
$
(0.01
)
 
 
Concentrations
 
The Company has derived 54% and 62% of its operating revenue from three and four customers, respectively.
 
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and marketable securities. Accounts receivable are generally due within 30 days and no collateral is required.
 
 
F-23


FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Fair Value of Financial Instruments
 
The carrying amount reported in the balance sheets for cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses, and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
 
Income Taxes
 
Under Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes,” the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
 
(Loss) Per Share of Common Stock
 
Basic net (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding for the period. Diluted earnings per share includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented.
 
There were no options or warrants to purchase shares of common stock at December 31, 2005 and 2004, respectively.
 
The following is a reconciliation of the computation for basic and diluted EPS:
 
   
Years Ended
 
   
December 31,
 
December 31,
 
   
2005
 
2004
 
           
Net (loss)
 
$
(49,585
)
$
(26,536
)
               
Weighted-average common shares
             
outstanding :
             
Basic
   
3,770,083
   
3,770,083
 
Effect of dilutive securities-
             
warrants
   
-
   
-
 
Diluted
   
3,770,083
   
3,770,083
 
               
Basic net (loss) per share
 
$
(0.01
)
$
(0.01
)
               
Diluted net (loss) per share
 
$
(0.01
)
$
(0.01
)
 
 
F-24

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Comprehensive Income

The Company adopted SFAS 130, “Reporting Comprehensive Income,” (“SFAS 130”). SFAS 130 requires the reporting of comprehensive income in addition to net income (loss) from operations.
 
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
 
Marketable Securities

The Company accounts for its marketable securities in accordance with Statement of Financial Accounting Standards No. 115 (SFAS 115), “Accounting for Certain Investments in Debt and Equity Securities.” The Company determines the appropriate classification of all marketable securities as trading, available-for-sale, or held-to-maturity at the time of purchase and re-evaluates such classification as of each balance sheet date.
 
At December 31, 2005 and 2004, the Company’s investments in marketable securities were classified as trading securities, and as a result the balance is reflected at fair value on the balance sheet, and all realized and unrealized gains and losses are reflected in other income (expense) in the statements of operations for the years ended December 31, 2005 and 2004, respectively.
 
Recent Issued Accounting Standards
 
In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. In December 2003, the FASB revised FIN 46 and issued FIN 46 (revised December 2003) ("FIN 46R"). In addition to conforming to previously issued FASB Staff Positions, FIN No. 46R deferred the implementation date for certain variable interest entities. This revised interpretation is effective for all entities no later than the end of the first reporting period that ends after March 15, 2004. The Company does not have any investments in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption of this interpretation will not have any impact on the Company’s results of operations, financial position or cash flows.
 
F-25

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 

NOTE 2-
SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES(CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 
On December 16, 2004, the Financial Accounting Standards Board (“FASB”) published Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans. The provisions of SFAS 123R, as amended, are effective for small business issuers beginning as of the next interim period after December 15, 2005.
 
On December 16, 2004, FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion 29, Accounting for Non-monetary Transaction” ("SFAS 153"). This statement amends APB Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. Under SFAS 153, if a non-monetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. SFAS 153 is effective for non-monetary transactions in fiscal periods that begin after June 15, 2005. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows.
 
In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections (“SFAS 154”). SFAS 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and requires the direct effects of accounting principle changes to be retrospectively applied. The existing guidance with respect to accounting estimate changes and corrections of errors is carried forward in SFAS 154. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS 154 to have a material effect on its financial statements.
 
F-26


FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004

 
NOTE 3-
FIXED ASSETS
 
Fixed assets consist of the following as of December 31, 2005 and 2004:
 

   
Estimated Useful
         
   
Lives (Years)
 
2005
 
2004
 
               
Office machinery and equipment
   
5
 
$
22,426
 
$
21,574
 
Furniture and fixtures
   
5
   
2,011
   
2,011
 
Automobile
   
5
   
30,929
   
30,929
 
           
55,366
   
54,514
 
Less: Accumulated depreciation
         
(31,040
)
 
(19,925
)
                     
Total, net
       
$
24,326
 
$
34,589
 
 
 
Depreciation expense was $11,115 and $9,020 for the years ended December 31, 2005 and 2004, respectively.
 
NOTE 4-
LOANS RECEIVABLE
 
The Company as of December 31, 2005 and 2004 has loans receivable to a non-related company in the amount of $21,500 and $7,500, respectively. The loan is interest free and is due on demand.
 
Additionally in 2004, the Company had a loan with an individual in the amount of $27,000 which was repaid in 2005.
 
NOTE 5-
RELATED PARTY TRANSACTIONS
 
The Company from time to time is advanced money from a shareholder for working capital with no interest, due on demand. As of December 31, 2005 and 2004, the Company has $18,177 and $18,977 due to the shareholder as a current liability.
 
NOTE 6-
NOTE PAYABLE - BANK
 
The Company entered into a note payable with a financial institution to finance the purchase of a vehicle. The note is secured by the vehicle and bears no interest. The Company was paying $859 in monthly installments. The note matured December 31, 2005, at which time the note was paid off.
 
F-27

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 
 
NOTE 7-
STOCKHOLDERS’ EQUITY (DEFICIT)
 
Preferred Stock
 
The Company has 5,000,000 shares of preferred stock authorized as of December 31, 2005 and 2004 with a par value of $.001.
 
The Company has 0 shares of preferred stock issued and outstanding as of December 31, 2005 and 2004.
 
There were no issuances of preferred stock during the years ended December 31, 2005 and 2004, respectively.
 
Common Stock
 
The Company has 50,000,000 shares of common stock authorized as of December 31, 2005 and 2004 with a par value of $.001.
 
The Company has 3,770,083 shares of common stock issued and outstanding as of December 31, 2005 and 2004.
 
There were no issuances of common stock during the years ended December 31, 2005 and 2004, respectively.
 
Options and Warrants
 
The were no options or warrants granted, or outstanding as of or during the years ended December 31, 2005 and 2004, respectively.
 
NOTE 8-
COMMITMENTS
 
Rental
 
The Company leases office space under an operating lease that is on an annual renewing term. The Company in June 2006, vacated their space and rented new space. The security deposit of $2,000 was refunded to the Company in July 2006.
 
Rent expense for the years ended December 31, 2005 and 2004 was $18,907 and $14,820, respectively.
 
F-28

 
FORMAT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
 
 
NOTE 9-
PROVISION FOR INCOME TAXES
 
Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At December 31, 2005, deferred tax assets were not considered material. They consist of depreciation differences calculated on book versus tax methods. All unrealized gains and losses on marketable securities no longer exist in the Company, as all accounts are closed.

A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the years ended December 31, 2005 and 2004 is summarized below.
 
 
 
2005
 
2004
Federal statutory rate
34.0%
 
34.0%
State income taxes - California
6.0
 
6.0
F-29

 

 

FORMAT, INC.
 

REPORT AND FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

 

FORMAT, INC.
 
  
CONTENTS
 
Page
   
Report of Independent Registered Public Accounting Firm
F-30
   
Financial Statements
 
   
Balance Sheets
F-31
   
Statements of Operations
F-32
   
Statements of Changes in Stockholders’ Equity
F-33
   
Statements of Cash Flows
F-34
   
Notes to Financial Statements
F-34
   

F-30


Report of Independent Registered Public Accounting Firm

September 14, 2005


To the Board of Directors and Stockholders of
Format, Inc.


We have audited the accompanying balance sheets of Format, Inc. as of December 31, 2004 and 2003, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Format, Inc. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the two years then ended in conformity with generally accepted accounting principles in the United States of America.




 
HALL & COMPANY
Irvine, California


F-31


FORMAT, INC.

BALANCE SHEETS

DECEMBER 31, 2004 AND 2003
 
     
2004
   
2003
 
 ASSETS          
Current assets
         
Cash and cash equivalents
 
$
37,596
 
$
18,354
 
Marketable securities, at fair value
   
899
   
120,000
 
Accounts receivable, net of allowance for doubtful
accounts of $12,000 and $5,760, respectively
   
30,697
   
60,393
 
Prepaid expense
   
560
   
2,350
 
Deferred income taxes
   
5,000
   
600
 
Total current assets
   
74,752
   
201,697
 
               
Property and equipment, net of depreciation
   
34,589
   
34,554
 
               
Loans receivable
   
34,500
   
---
 
Investment, at cost
   
---
   
4,000
 
Deposit
   
3,531
   
---
 
               
Total assets
 
$
147,372
 
$
240,251
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
         
Accounts payable and accrued expenses
 
$
6,964
 
$
3,870
 
Income taxes payable
   
6,205
   
9,100
 
Deferred income taxes
   
2,350
   
60,100
 
Advance from shareholder
   
18,977
   
18,319
 
Current portion of long term debt
   
11,169
   
10,309
 
Total current liabilities
   
45,665
   
101,698
 
               
Long term debt, net of current portion
   
---
   
10,310
 
               
Stockholders’ equity
             
Preferred stock, $.001 par value; 5,000,000 shares
             
authorized; Ø shares issued and outstanding
   
---
   
---
 
Common stock, $.001 par value; 50,000,000 shares
             
authorized; 3,770,083 shares issued and outstanding
   
3,770
   
3,770
 
Additional paid-in capital
   
37,809
   
37,809
 
Retained earnings
   
60,128
   
86,664
 
Total stockholders’ equity
   
101,707
   
128,243
 
               
Total liabilities and stockholders’ equity
 
$
147,372
 
$
240,251
 

See accompanying notes to financial statements.

 
F-32


FORMAT, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2004 AND 2003
 
     
2004 
   
2003 
 
               
Net sales
 
$
84,208
 
$
172,999
 
               
Operating expenses
             
Depreciation
   
9,020
   
7,945
 
Outside services
   
---
   
68,450
 
General and administrative expenses
   
12,260
   
16,271
 
Legal and accounting fees
   
23,204
   
14,658
 
Bad debt
   
65,062
   
3,000
 
Occupancy
   
14,820
   
3,000
 
Payroll and related expenses
   
25,750
   
23,841
 
Telephone
   
6,002
   
4,785
 
Travel and entertainment
   
4,056
   
5,672
 
               
Total operating expenses
   
160,174
   
147,622
 
               
Income (loss) from operations
   
(75,966
)
 
25,377
 
               
Other income (expense)
         
 
 
Other income
   
56,299
   
---
 
Gain (loss) on sales of marketable securities
   
(64,496
)
 
20,947
 
Unrealized gain (loss) on marketable securities
   
(283
)
 
120,000
 
               
Total other income (expense)
   
(8,480
)
 
140,947
 
               
Income (loss) before provision for income tax
   
(84,446
)
 
166,324
 
               
Provision for income tax expense (benefit)
             
Current
   
6,200
   
9,100
 
Deferred
   
(64,110
)
 
62,900
 
Provision for income tax expense (benefit), net
   
(57,910
)
 
72,000
 
               
Net income (loss)/comprehensive income (loss)
 
$
(26,536
)
$
94,324
 
               
Net income (loss) per common share — basic and diluted
 
$
(0.01
)
$
0.03
 
               
Weighted average of common shares — basic and diluted
   
3,770,083
   
3,770,083
 
               

See accompanying notes to financial statements.

 
F-33


FORMAT, INC.
 
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2004 AND 2003

 
   
COMMON STOCK
 
ADDITIONAL
     
           
PAID-IN
 
RETAINED
     
   
SHARES
 
AMOUNT
 
CAPITAL
 
EARNINGS
 
TOTAL
 
                       
Balance, December 31, 2002
   
3,770,083
 
$
3,770
 
$
34,809
 
$
(7,660
)
$
30,919
 
                                 
Contributions of capital
   
---
   
---
   
3,000
   
---
   
3,000
 
                                 
Net income/comprehensive
Income
   
---
   
---
   
---
   
94,324
   
94,324
 
                                 
Balance, December 31, 2003
   
3,770,083
 
$
3,770
 
$
37,809
 
$
86,664
 
$
128,243
 
                                 
Net loss/comprehensive
loss
   
---
   
---
   
---
   
(26,536
)
 
(26,536
)
                                 
Balance, December 31, 2004
   
3,770,083
 
$
3,770
 
$
37,809
 
$
60,128
 
$
101,707
 
                                 




See accompanying notes to financial statements.

 
F-34


FORMAT, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2004 AND 2003

   
 2004
 
2003
 
Cash flows from operating activities
         
Net income (loss)
 
$
(26,536
)
$
94,324
 
Adjustments to reconcile net income (loss) to net cash used
by operating activities
             
Occupancy cost contributed by officer
   
---
   
3,000
 
Depreciation
   
9,020
   
7,945
 
Loss (gain) on sales of marketable securities
   
64,496
   
(20,947
)
Changes in operating assets and liabilities
             
Decrease (increase) in marketable securities, at fair value
   
(899
)
 
(144,000
)
Decrease (increase) in accounts receivable
   
29,696
   
(16,963
)
Decrease (increase) in prepaid expense
   
1,790
   
(1,000
)
Increase in loans receivable
   
(34,500
)
 
---
 
(Increase) decrease in deposits
   
(3,531
)
 
2,675
 
Increase (decrease) in accounts payable and accrued expenses
   
3,094
   
(1,087
)
(Decrease) increase in income taxes payable
   
(2,895
)
 
9,100
 
(Decrease) increase in deferred income taxes
   
(62,150
)
 
62,900
 
               
Net cash used by operating activities
   
(22,415
)
 
(4,053
)
               
Cash flows from investing activities
             
Proceeds from sales of marketable securities
   
59,504
   
44,947
 
Purchase of office equipment
   
(9,055
)
 
(9,510
)
               
Net cash provided by investing activities
   
50,449
   
35,437
 
               
Cash flows from financing activities
             
Principal payments on long term debt
   
(9,450
)
 
(13,250
)
Increase in advances from shareholder
   
658
   
---
 
               
Net cash used by financing activities
   
(8,792
)
 
(13,250
)
               
Net increase in cash and cash equivalents
   
19,242
   
18,134
 
               
Cash and cash equivalents, beginning of year
   
18,354
   
220
 
               
Cash and cash equivalents, end of year
 
$
37,596
 
$
18,354
 
               
               


See accompanying notes to financial statements.

 
F-35



FORMAT, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

 
NOTE 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Business Description - Format, Inc. (“Format Document Services”, or the “Company”) was incorporated in the state of Delaware on March 21, 2001. The Company provides transactional financial, corporate reporting, commercial and digital printing for its customers. Transactional financial printing includes registration statements, prospectuses, debt agreements, special proxy statements, offering circulars, tender offer materials and other documents related to corporate financings, acquisitions and mergers. Corporate reporting includes interim reports, regular proxy materials prepared by corporations for distribution to stockholders, Securities and Exchange Commission reports on Form 10-K and other forms. Commercial printing consists of annual reports, sales and marketing literature, newsletters and other custom-printed products. The Company receives its clients’ information in a variety of formats and reprocesses it for distribution typically in print, digital or Internet formats. The Company is headquartered in Newport Beach, California.

Cash and Cash Equivalents - For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. At December 31, 2004 and 2003, the Company had $19,243 and $9,827 in cash equivalents.
 
Marketable Securities - The Company accounts for marketable securities in accordance with Statement of Financial Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments in Debt and Equity Securities. The Company determines the appropriate classification of all marketable securities as trading, available-for-sale, or held-to-maturity at the time of purchase, and re-evaluates such classification as of each balance sheet date. At December 31, 2004 and 2003, the Company’s investments in marketable securities were classified as trading, and as a result, were reported at fair value. Realized and unrealized gains and losses are included in other income (expense).
 
Accounts Receivable - Receivables represent valid claims against debtors for services or other charges arising on or before the balance-sheet date and are reduced to their estimated net realizable value.

Fair Value of Financial Instruments - The carrying amount of the Company’s financial instruments, which includes cash, accounts receivable, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

Property and Equipment - Property and equipment is recorded at cost less accumulated depreciation while repairs and maintenance are charged to expense as incurred. When items of equipment are retired or sold, the related cost and accumulated depreciation are eliminated from the accounts and any gain or loss is recorded as other income (expense) within the statement of operations.

Depreciation - Depreciation is computed on the straight-line method over the estimated useful lives of the assets acquired. Estimated useful lives of five years are used on office equipment, furniture and vehicles.
 
F-36

 
FORMAT, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003
 
 
NOTE 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Revenue Recognition - The Company generally recognizes revenues when products or services are delivered to its customers or completed, fees are fixed or determinable, and collectibility is probable.

Income Taxes - Income tax expense is based on pre-tax financial accounting income. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Net Income per Common Share - The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (“SFAS 128”). SFAS 128 requires the reporting of basic and diluted earnings/loss per share. Basic loss per share is calculated by dividing net loss by the weighted average number of outstanding common shares during the year.

Comprehensive Income - The Company applies Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 establishes standards for the reporting and display of comprehensive income, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. For the period ended December 31, 2004 and 2003, the Company had no other components of its comprehensive income other than net income (loss) as reported on the statements of operations.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in 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 reporting period. Actual results could differ from those estimates.

Reclassifications - Certain amounts in the 2003 financial statements have been reclassified to conform to the 2004 presentation.

NOTE 2 - PROPERTY AND EQUIPMENT

The breakdown of property and equipment is as follows:
   
2004
 
2003
 
Office equipment
 
$
21,574
 
$
12,519
 
Office furniture
   
2,011
   
2,011
 
Vehicle
   
30,929
   
30,929
 
Total cost
   
54,514
   
45,459
 
Less: accumulated depreciation
   
(19,925)(
   
(10,905
)
Property and equipment, net
 
$
34,589
 
$
34,554
 



 
F-37


FORMAT, INC.
 
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003
 
NOTE 3 - LOANS RECEIVABLE

At December 31, 2004, loans receivable were comprised of a loan to an individual in the amount of $27,000 and a loan to an unrelated company for $7,500. Both loans bear no interest and are due on demand.

NOTE 4 - ACCRUED EXPENSES

Compensated Absences - The Company does not accrue for compensated absences since Management has determined that such an accrual would be immaterial in relation to the 2004 and 2003 financial statements taken as a whole.


NOTE 5 - ADVANCE FROM SHAREHOLDER

The Company had advances due to one of its shareholder in the amount of $18,977 and $18,319 at December 31, 2004 and 2003, respectively. The advances bear no interest, are due on demand, and, are to be repaid as cash becomes available.


NOTE 6 - LONG TERM DEBT

At December 31, 2004 and 2003, long-term debt consisted of an outstanding loan payable to a financial institution in the amount of $11,169 and $20,619, respectively. The loan is secured by a vehicle, and bears no interest. This loan is payable in monthly installments of $859 and matures in December 2005.

NOTE 7 - COMMITMENTS

Lease Agreement - On March 15, 2004, the Company entered into a one year term lease. Under the terms of the agreement, rent is to be paid at the monthly rate of $1,560 and an additional 2% share of common area operating expenses.

Rent expense for the years ended December 31, 2004 and 2003 was $14,820 and $3,000 respectively.


NOTE 8 - CONCENTRATIONS OF CREDIT RISK

During the years ended December 31, 2004 and 2003, approximately 62% and 85% of the Company’s revenues were from four (4) customers and one (1) customer, respectively.
 
F-38


FORMAT, INC.
 
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

 
NOTE 9 - INCOME TAXES

The federal and state income tax provision (benefit) is summarized as follows:
 
Current:
     
2004 
   
2003 
 
               
Federal
 
$
4,200
 
$
4,600
 
State
   
2,000
   
4,500
 
     
6,200
   
9,100
 
Deferred:
             
Federal
   
(53,810
)
 
52,400
 
State
   
(10,300
)
 
10,500
 
     
(64,110
)
 
62,900
 
               
Total provision (benefit) for income taxes
 
$
(57,910
)
$
72,000
 


The Company’s effective income tax rate is lower than what would be expected if the federal and state statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The major temporary differences that give rise to the deferred tax assets and liabilities are the provision for doubtful accounts and depreciation.


NOTE 10 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

During the years ended December 31, 2004 and 2003, the Company had the following supplemental cash flow activity:

Cash paid for:
 
     
2004 
   
2003 
 
Income Taxes
 
$
7,135
 
$
---
 
Interest
 
$
---
 
$
---
 

 
F-39

 
PART III

Item 1. Index to Exhibits

Exhibits.

Copies of the following documents are filed with this Registration Statement on Form 10-SB, as exhibits:

3.1
Articles of Incorporation
E-1 through E-8
3.2
Bylaws
E-9 through E-31
4.
Specimen Stock Certificate
E-32 through E-33
14.
Code of Ethics
E-34 through E-37

19


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized.
 
     
 
Format, Inc.,
a Nevada corporation
 
 
 
 
 
 
Date: August 31, 2006 By:   /s/ Ryan Neely
 

Ryan Neely
Its: President, Chief Financial Officer, Secretary and Director 
 
20