10-K 1 f10k2008_355.htm ANNUAL REPORT f10k2008_355.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

(Mark One)
 
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission File No. 333-148493
 
355, INC.
(Name of small business issuer in its charter)
 
DELAWARE
  
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
 
711 N. 1st Avenue
Arcadia, California
91006
(Address of principal executive offices)
(Zip Code)
 
(626) 641-5620
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
   
Title of each class registered:
Name of each exchange on which registered:
None
None
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
(Title of class)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                                                    o                                           Accelerated filer                                                      o
Non-accelerated filer                                                      o                                           Smaller reporting company                                    x
(Do not check if a smaller reporting company)
 
Revenues for year ended December 31, 2008: $0
 
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of February 12, 2009, was: $0
 
Number of shares of the registrant’s common stock outstanding as of February 12, 2009 was: 6,437,500
 
Transitional Small Business Disclosure Format:    Yes o No x 
 
 

 

PART I
    
ITEM 1.
  1
ITEM 2.
  2
ITEM 3.
  2
ITEM 4.
  2
PART II
  
  2
ITEM 5.
  2
ITEM 6.
  3
ITEM 7.
  3
ITEM 7A.
  4
ITEM 8.
  F
ITEM 9.
  5
ITEM 9A.
  5
PART III
  
  5
ITEM 10.
  5
ITEM 11.
  6
ITEM 12.
  7
ITEM 13.
  7
ITEM 14.
  7
PART IV
  
  8
ITEM 15.
  8
SIGNATURES
    

 
 


PART I
 
 
General
 
355, Inc. was incorporated on September 19, 2003 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholder.
 
We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.
 
We have been formed to provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.
 
Perceived Benefits
 
There are certain perceived benefits to being a reporting company with a class of publicly- traded securities. These are commonly thought to include the following:
 
-
the ability to use registered securities to make acquisitions of assets or businesses;
   
-
increased visibility in the financial community;
   
-
the facilitation of borrowing from financial institutions;
   
-
improved trading efficiency;
   
-
shareholder liquidity;
   
-
greater ease in subsequently raising capital;
   
-
compensation of key employees through stock options for which there may be a market valuation;
   
-
enhanced corporate image;
   
-
a presence in the United States capital market.
 
 Potential Target Companies
 
A business entity, if any, which may be interested in a business combination with us may include the following:
 
-
a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
   
-
a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
   
-
a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
   
-
a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
   
-
a foreign company which may wish an initial entry into the United States securities market;
   
-
a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
   
-
a company seeking one or more of the other perceived benefits of becoming a public company.
 
1
 
A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors.
 
No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.
 
On October 10, 2007 the Company entered into a non-binding letter of intent with Shanhai Top-China Softsys Top-China Ltd.  Pursuant to same, if a Definitive Agreement is finalized, the Company will issue 50,000,000 common shares to Top China for all of the issued and outstanding shares of Top China.

Employees
 
We have no full time employees. Our president has agreed to allocate a portion of his time to the activities of the Company, without compensation. The president anticipates that our business plan can be implemented by his devoting no more than 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.
 
 
We have no properties and at this time have no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.

ITEM 3.    LEGAL PROCEEDINGS
 
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
 
 
None.
 
 
 
No Public Market for Common Stock
 
There is no trading market for our Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
 
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience  and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Holders of Our Common Stock

There is one holder of our Common Stock. The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

Stock Option Grants

To date, we have not granted any stock options.

2
 
Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.


Not applicable.

 
Plan of Operation
 
The Registrant is continuing its efforts to locate a merger Candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the registrant would obtain any such equity funding.
 
On October 10, 2007 the Company entered into a non-binding letter of intent with Shanghai Top-China Softsys Top-China Ltd.  Pursuant to same, if a Definitive Agreement is finalized, the Company will issue 50,000,000 common shares to Top China for all of the issued and outstanding shares of Top China.  As of November 7, 2008, the Company has not entered into a definitive agreement with Shanghai Top-China Softsys Top-China Ltd.
 
Results of Operation
 
The Company did not have any operating income from inception (September 19, 2003) through December 31, 2008 and from inception to December 31, 2008, the Company recognized a net loss of $11,250.  Some general and administrative expenses from inception were accrued. Expenses from inception were comprised of costs mainly associated with legal, accounting and office.
 
Liquidity and Capital Resources
 
At December 31, 2008 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
 
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
 
Alex Jen will supervise the search for target companies as potential candidates for a business combination. Alex Jen will pay, as his own expenses, any costs he incurs in supervising the search for a target company.

Alex Jen may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Alex Jen controls us and therefore has the authority to enter into any agreement binding us. Alex Jen as our sole officer, director and only shareholder can authorize any such agreement binding us.
 
Recent Accounting Pronouncements
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.
 
3
 
In April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.
 
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.
 
Critical Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
 
Market risk is the risk of loss from adverse changes in market prices and interest rates. We do not have substantial operations at this time so they are not susceptible to these market risks.  If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.
 
4
 
 
 
 
355, Inc.
(a development stage company)

FINANCIAL STATEMENTS

As of December 31, 2008 and 2007

 
 
Financial Statements Table of Contents
  
   
   
FINANCIAL STATEMENTS
Page #
 
 
Report of Independent Registered Public Accountant
F-1
   
Balance Sheet
F-2
   
Statement of Operations and Retained Deficit
F-3
   
Statement of Stockholders Equity
F-4
   
Cash Flow Statement
F-5
   
Notes to the Financial Statements
F-6

 
F - 1
 
Report of Independent Registered Public Accounting Firm
 
 
To the Board of Director and shareholders
 
We have audited the accompanying balance sheet of 355, Inc. as of December 31, 2008 and 2007 and the related statement of operations, stockholders’ equity, and cash flows for the twelve months ended December 31, 2008 and 2007 and from inception (September 19, 2003) through the year then ended December 31, 2008. These financial statements are the responsibility of company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of The Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 statements presentation. We believe that our audit provides 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 355, Inc. at December 31, 2008 and 2007 and the results of its operations and its cash flows for the twelve months ended December 31, 2008 and 2007 and from inception (September 19, 2003) through December 31, 2008 in conformity with U.S. Generally Accepted Accounting Principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
Gately & Associates, L.L.C.
Lake Mary, FL
January 14, 2009



F - 2
 
355, Inc.
(a development stage company)
BALANCE SHEET
As of December 31, 2008 and 2007
             
ASSETS
             
CURRENT ASSETS
  
12/31/2008
    
12/31/2007
  
             
Cash
   $ -     $ -  
                 
    Total Current Assets
     -       -  
                 
    TOTAL ASSETS
   $ -     $ -  
                 
    LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES
                
                 
Accrued Expenses
   $ 11,150     $ 7,900  
                 
    Total Current Liabilities
     11,150       7,900  
                 
    TOTAL LIABILITIES
   $ 11,150     $ 7,900  
                 
STOCKHOLDERS' EQUITY
                
                 
                 
Common Stock - Par value $0.0001;
                
 Authorized: 50,000,000
                
 Issued and Outstanding: 100,000
     100       100  
                 
Additional Paid-In Capital
     -       -  
Accumulated Deficit
     (11,250 )     (8,000 )
                 
    Total Stockholders' Equity
     (11,150 )     (7,900 )
                 
     TOTAL LIABILITIES AND EQUITY
   $ -     $ -  
                 
 
The accompanying notes are an integral part of these financial statements.
 
 
F - 3
 
 
355, Inc.
  
(a development stage company)
  
STATEMENT OF OPERATIONS
  
For the twelve months ending December 31, 2008 and 2007
  
from inception (September 19, 2003) through December 31, 2008
  
                   
   
12 MONTHS
    
12 MONTHS
    
FROM
  
   
ENDING
    
ENDING
    
INCEPTION
  
   
12/31/2008
    
12/31/2007
    
TO 12/31/08
  
                   
REVENUE
   $ -     $ -     $ -  
                         
COST OF SERVICES
     -       -       -  
                         
GROSS PROFIT OR (LOSS)
     -       -       -  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
     3,250       2,250       11,250  
                         
NET INCOME (LOSS)
     (3,250 )     (2,250 )     (11,250 )
                         
ACCUMULATED DEFICIT, BEGINNING BALANCE
     (8,000 )     (5,750 )     -  
                         
ACCUMULATED DEFICIT, ENDING BALANCE
   $ (11,250 )   $ (8,000 )   $ (11,250 )
                         
                         
Earnings (loss) per share
   $ (0.03 )   $ (0.02 )        
                         
                         
Weighted average number of common shares
     100,000       100,000          
                         
 
The accompanying notes are an integral part of these financial statements.
 
F - 4
 
355, Inc.
  
(a development stage company)
  
STATEMENT OF STOCKHOLDERS' EQUITY
  
From inception (September 19, 2003) through December 31, 2008
  
                         
                         
                         
         
COMMON
    
ACCUM.
    
TOTAL
  
   
SHARES
    
STOCK
    
DEFICIT
    
EQUITY
  
                         
Stock issued on acceptance
     100,000     $ 100     $ -     $ 100  
     of incorporation expenses
                                
     September 19, 2003
                                
                                 
Net Income (Loss)
                     (1,050 )     (1,050 )
                                 
                                 
Total, December 31, 2003
     100,000       100       (1,050 )     (950 )
                                 
Net Income (Loss)
                     (1,250 )     (1,250 )
                                 
                                 
Total, December 31, 2004
     100,000       100       (2,300 )     (2,200 )
                                 
Net Income (Loss)
                     (1,650 )     (1,650 )
                                 
                                 
Total, December 31, 2005
     100,000       100       (3,950 )     (3,850 )
                                 
Net Income (Loss)
                     (1,800 )     (1,800 )
                                 
                                 
Total, December 31, 2006
     100,000       100       (5,750 )     (5,650 )
                                 
Net Income (Loss)
                     (2,250 )     (2,250 )
                                 
                                 
Total, December 31, 2007
     100,000       100       (8,000 )     (7,900 )
                                 
Net Income (Loss)
                     (3,250 )     (3,250 )
                                 
                                 
Total, December 31, 2008
     100,000     $ 100     $ (11,250 )   $ (11,150 )
                                 
                                 
 
 
The accompanying notes are an integral part of these financial statements.
 
F - 5
 
    
355, Inc.
  
(a development stage company)
  
STATEMENTS OF CASH FLOWS
  
For the twelve months ended December 31, 2008 and 2007
  
from inception (September 19, 2003) through December 31, 2008
  
                   
                   
   
12 MONTHS
    
12 MONTHS
    
FROM
  
   
ENDING
    
ENDING
    
INCEPTION
  
CASH FLOWS FROM OPERATING ACTIVITIES
  
12/31/2008
    
12/31/2007
    
TO 12/31/08
  
                   
    Net income (loss)
   $ (3,250 )   $ (2,250 )   $ (11,250 )
                         
    Stock issued as compensation
     -       -       100  
    Increase (Decrease) in Accrued Expenses
     3,250       2,250       11,150  
                         
                            Total adjustments to net income
     3,250       2,250       11,250  
                         
    Net cash provided by (used in) operating activities
     -       -       -  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                        
                         
    None
     -       -       -  
                         
    Net cash flows provided by (used in) investing activities
     -       -       -  
                         
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                        
                         
    None
     -       -       -  
                         
    Net cash flows provided by (used in) financing activities
     -       -       -  
                         
CASH RECONCILIATION
                        
                         
    Net increase (decrease) in cash
     -       -       -  
    Cash - beginning balance
     -       -       -  
                         
CASH BALANCE - END OF PERIOD
   $ -     $ -     $ -  
                         
                         
 
The accompanying notes are an integral part of these financial statements.
 
 
F - 6
355, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS

1.   Summary of significant accounting policies:

Industry - 355, Inc. (the Company), a Company incorporated in the state of Delaware as of September 19, 2003, plans to locate and negotiate with a business entity for the combination of that target company with The Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

The Company has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market.

Results of Operations and Ongoing Entity:

The Company is considered to be an ongoing entity. The Company's shareholders fund any shortfalls in The Company's cash flow on a day to day basis during the time period that The Company is in the development stage.

Liquidity and Capital Resources:

In addition to the stockholder funding capital shortfalls; The Company anticipates interested investors that intend to fund the Company's growth once a business is located.

Cash and Cash Equivalents:

The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.

Basis of Accounting:

The Company's financial statements are prepared in accordance with generally accepted accounting principles.

Income Taxes:

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when in the opinion of management; it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, The Company has set up an allowance for deferred taxes as there is no company history to indicate the usage of deferred tax assets and liabilities.

Fair Value of Financial Instruments:

The Company's financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amount of long-term debt to banks approximates fair value based on interest rates that are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments approximate their fair value because of short-term maturities.

Concentrations of Credit Risk:

Financial instruments which potentially expose The Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial institutions. At this time The Company has no deposits that are at risk.

F - 7

 
2.   Related Party Transactions and Going Concern:

The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.

The Company's shareholders fund The Company's activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.

3.   Accounts Receivable and Customer Deposits:

Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.

4.   Use of Estimates:

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.

5.   Revenue and Cost Recognition:

The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.

6.   Accrued Expenses:

Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.

7.   Operating Lease Agreements:

The Company has no agreements at this time.

8.   Stockholder's Equity:

Common Stock includes 50,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on September 19, 2003 in acceptance of the incorporation expenses for the Company.
 

F - 8
 
9.   Required Cash Flow Disclosure for Interest and Taxes Paid:
 
The company has paid no amounts for federal income taxes and interest. The Company issued 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for the Company.
 
10.  Earnings Per Share:
 
Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.
 
11.  
Income Tax:

The Company has available net operating loss carryforwards for financial statement and federal income tax purposes. These loss carryforwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used.  These net operating losses expire as the following, $1,050 at 2023, $1,250 at 2024, $1,650 at 2025, $1,800 at 2026, $2,250 at 2027, and $3,250 at 2028.

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used.

The Company's management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used.  The tax based net operating losses create tax benefits in the amount of $2,250 from inception through December 31, 2008.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31, 2008 are as follows:
 
Deferred tax assets:
      
Federal net operating loss
  
$
1,688
  
State net operating loss
    
562
  
         
Total deferred tax assets
    
2,250
  
Less valuation allowance
    
(2,250
)
         
   
$
0
  
         

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

           
Federal income tax rate
    
 
 
15.0
%
State tax, net of federal benefit
    
 
 
5.0
%
Increase in valuation allowance
    
 
 
20.0
%
             
Effective income tax rate
    
 
 
0.0
%
 
12.  
Subsequent Events:

None known at this time.

F - 9
 
 
 
Our accountant is Gately & Associates, LLC independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
 
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules based on the material weakness described below:

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.  Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of December 31, 2008.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

 
 
 
We have one Director and Officer as follows:

Name                             Age                   Positions and Offices Held
 
Alex Jen                           66                   President/CEO/CFO/Director

Alex Jen, Ph.D. is the President and CFO of Omni Consultants Limited. He has extensive experiences in the development, manufacturing and marketing of new products in the pharmaceutical, consumer chemicals, foods, and electronic industries. He has held various positions at FMC Corporation, Abbott Laboratories, Proctor and Gamble Company, the Clorox Company and Fortron/Source Corporation in US and China. Dr. Jen received his Ph.D. in chemical engineering from the University of Massachusetts at Amherst in 1968.

5
 
There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.

Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 
 
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
 
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
 
Audit Committee  
 
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
 
Certain Legal Proceedings
 
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
Compliance With Section 16(A) Of The Exchange Act.
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2008.
 
Code of Ethics
 
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.
 
 
Compensation of Executive Officers
  
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2008 and 2007  in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
 
6
 
SUMMARY COMPENSATION TABLE
 
Name and Principal
Position
Year 
  
Salary
($)
    
Bonus
($)
    
Stock
Awards
($)
  
Option
Awards
($)
    
Non-Equity Incentive Plan Compensation ($)
    
Non-Qualified Deferred Compensation Earnings
($)
    
All Other Compensation
($)
    
Totals
($)
  
                                                   
Alex Jen
President, Chief Executive Officer and Chief Financial Officer
2008
  
$
0
      
0
      
0
      
0
      
0
      
0
      
0
    
$
0
  
 
2007
  
$
0
      
0
      
0
      
0
      
0
      
0
      
0
    
$
0
  
 
Employment Agreements
 
We do not have any employment agreements in place with our sole officer and director.

Compensation of Directors

Directors do not receive any compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
 
 
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.

Name and Address of
Beneficial Owner
Amount of
Beneficial Ownership
Percentage
of Class
     
Omni Consultants Limited (1)
95,000
95%
     
Alex Jen
711 N. 1st Avenue
Arcadia, California 91006
5,000
5%
     
All Executive Officers
and Directors as a Group
(1 Person)
100,000
100%
     

(1)       Alex Jen is the principal shareholder of Omni Consultants Limited and therefore has full control of our common stock. 


None

 
Audit Fees
 
For the Company’s fiscal years ended December 31, 2008 and 2007, we were billed approximately $1,500 and $1,250 for professional services rendered for the audit and review of our financial statements.
 
Audit Related Fees

There were no fees for audit related services for the years ended December 31, 2008 and 2007.

Tax Fees
 
For the Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
 
7
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2008 and 2007.
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does  not have  records of  what percentage of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
 


a) Documents filed as part of this Annual Report
 
1. Consolidated Financial Statements
 
2. Financial Statement Schedules
 
3. Exhibits
 
Exhibits #      Title
 
14 Code of Ethics
   
31.1
Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1
Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


8
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
355, INC. 
 
By:
/s/Alex Jen
 
President, Chief Executive Officer,
Chief Financial Officer,
Chairman of the Board of Directors
 
Dated
February 13, 2009
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Alex Jen
  
President, Chief Executive Officer,
  
February 13, 2009
Alex Jen 
  
Chief Financial Officer,
Chairman of the Board of Directors
    
 
9