10SB12G 1 luvoo10sb.htm 10-SB 10-SB




SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-SB



GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTIONS 12(B) OR (G) OF

THE SECURITIES EXCHANGE ACT OF 1934



LUVOO INT., INC.

(Exact name of small business issuer as specified in its charter)



NEVADA

 

20-5153993

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification)



7209 Foothill Blvd., Tujunga CA

 

91042

(Address of principal offices)

 

(Zip Code)



(818)-470-0607

(Registrant s telephone number, including area code)




Securities to be registered under Section 12(b) of the Act:

None


Securities to be registered under Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)








Luvoo Int., Inc.


Table of Contents



 

 

 

Page

 

 

 

 

ITEM 1.

DESCRIPTION OF BUSINESS

 

3

 

 

 

 

ITEM 2.

MANAGEMENT S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

5

 

 

 

 

ITEM 3.

PROPERTIES

 

9

 

 

 

 

ITEM 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

9

 

 

 

 

ITEM 5.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

9

 

 

 

 

ITEM 6.

EXECUTIVE COMPENSATION

 

10

 

 

 

 

ITEM 7.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

11

 

 

 

 

ITEM 8.

LEGAL PROCEEDINGS

 

11

 

 

 

 

ITEM 9.

MARKET PRICE OF AND DIVIDENDS ON REGISTRANT S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

 

11

 

 

 

 

ITEM 10.

RECENT SALES OF UNREGISTERED SECURITIES

 

12

 

 

 

 

ITEM 11.

DESCRIPTION OF SECURITIES

 

12

 

 

 

 

ITEM 12.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

13

 

 

 

 

ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

13

 

 

 

 

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

13

 

 

 

 

ITEM 15.

FINANCIAL STATEMENTS AND EXHIBITS

 

14




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ITEM 1.   DESCRIPTION OF BUSINESS


Luvoo Int. Inc.  owns and operates two entities; this first is luvoo.com, Inc. an online dating site, the second is Wag My Tail, Inc. which was acquired on May 25, 2007, is a pet grooming salon, a pet grooming school, and a franchisor in the pet grooming industry.


Deficit accumulated is as follows:


June 30, (1,487,935) December 31, 2006 (572,234)


Operating income, losses are as follows:


June 30, 2007 (915,701) December 31, 2007 (275,861)


Our auditors have expressed substantial doubt about the ability to continue as a going concern.


Applications filed with the United States patent and Trademark Office are as follows:


SERVICE MARK

 

WAGMYTAIL.COM

 

 

 

SERIAL NUMBER

 

78501133

 

 

 

REGISTRATION NUMBER

 

3028374

 

 

 

REGISTRATION DATE

 

December 13, 2005


Pending application with the USPTO


Type of Mark

 

SERVICE MARK

 

 

 

Word Mark

 

WAG MY TAIL

 

 

 

Serial Number

 

77249036

 

 

 

Filing Date

 

August 7, 2007


BUSINESS DEVELOPMENT


Luvoo.com was incorporated in January of 2004 in the State of Nevada.  Wag My Tail, Inc. was incorporated in August of 2004 in the state of California.


Neither luvoo.com, Inc. nor Wag My Tail, Inc. have entered into any bankruptcy, receivership or similar proceedings.


BUSINESS OF ISSUER


There are two businesses that Luvoo Int., Inc. operates; the first being luvoo.com an online dating web site, the second is Wag My Tail, Inc. is a pet grooming salon, a pet grooming school, and a franchisor in the pet grooming industry.


LUVOO.COM ONLINE DATING SITE:


Luvoo.com offers online dating to individuals in the U.S.A. and to many other countries.  Currently, there are over seven thousand members globally.   The services are free for the time being.  Services are all conducted online via the web site.  There are many competitors in the online dating business such as match.com and eharmony.com.  Luvoo’s customers are either a male or a female, and one who is looking for a relationship.  There is no government body that regulates the online dating industry.



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Wag My Tail, Inc.


Wag My Tail offers pet grooming to dog and cat owners either at the corporate location or via the mobile grooming van.  It is an established pet grooming school.  It also offers franchise opportunities.


The business location is a modest facility that consists of three thousand square feet to where pets are groomed and students are taught how to groom a dog or a cat.  Currently, the business grooms in the upward of 100 pets per week and enrolls about five students every five weeks.


The mobile grooming van is a 2006 Ford Cutaway Triton V10 450 with Glaval Bus Shell.  It is fully contained even with a bathroom.  It grooms about seventy-five pets per month.


There are several competitors in the pet grooming industry such as Petco and Petsmart.  


The pet grooming industry is not dependent on a few customers but a large one.  It is approximated that are sixty million dogs in the U.S.A alone and sixty million cats.


Currently, there is no government approval requirement to the pet grooming industry, however, in some states, to operate as a school needs approval.  Wag My Tail was registered with the State of California as a pet grooming school, however that governing body has been abolished by state regulators.  


As of the filling of this form, Wag My tail is awaiting approval from the Department of Corporations, State of California, for its mobile pet grooming franchise operations.


Wag My Tail is not regulated by any environmental laws.  


Currently, Wag My tail employs seven full time employees including its CEO


EXECUTIVE OFFICERS and DIRECTORS-Wag My Tail


Name

 

Position

L. Yvonne Vanhoek

 

CEO, Secretary, Director

Susan Mivelaz

 

Treasurer, Director


EXECUTIVE COMPENSATION-Wag My Tail


Minimal compensation has been received by any of its officers. The executive officers and employees of the Company may earn bonuses depending on the performance of the Company. Directors receive no cash compensation for their services to the Company as directors, but are reimbursed for expenses actually incurred in connection with attending meetings of the Board of Directors. The Company may, with approval of the Board of Directors, in the future, arrange for and compensate some executive officers as the Company expands.


EMPLOYMENT AGREEMENTS AND STOCK OPTION PLAN-Wag My Tail


The Company has not entered into any employment agreements with its executive officers or other employees to date. The Company may enter into employment agreement with them in the near future. A stock incentive program for the executive officers of the Company will be established pursuant to which treasury stock equal to 20% of the remaining authorized shares of Common Stock of the Company will be reserved for issuance to the officers and employees if certain earning goals are achieved, and as determined by the Compensation Committee of the Board of Directors.



4




BOARD OF DIRECTORS-Wag My Tail


The Company’s Board of Directors presently consists of L. Yvonne Vanhoek and Mivelaz.  All employee and consultant compensation, including payroll expenditures, salaries, stock options, stock incentives and bonuses, must be approved by the unanimous consent of the member of the Compensation Committee of the Company s Board of Directors. The Board of Directors will also have an Audit Committee comprised of the same members as the Compensation Committee. The Bylaws of the Company generally provide for majority approval of disinterested directors in order to adopt resolutions, including any borrowings by the Company or the issuance of any additional capital stock.


ITEM 2.   MANAGEMENT S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Overview:


LUVOO.COM


The Company began operations in January of 2004.  By October of the same year, it decided to discontinue its current online dating software and to write a better and more sophisticated one. October of 2005, Lourdes Van Hoek began the development of its current software with the help of Russian programmers overseen by three state of the art U.S. programmers and graphic artists.


Luvoo.com is enhanced with the creation of the Luvoo Dating Cards. Members are able to log in and print their own dating cards. He/She will then pass out his/her dating cards to anyone that is of interest to him/her. The holder of the dating card is then able to log in to Luvoo.com and view the member s profile and if interested they will make contact.


Luvoo.com offers verified member. Many members of other dating sites will upload a picture of themselves that might be years older than their current look. A member wanting to be verified will have to follow a few simple procedures to become verified.


Other members viewing the profile will then be assured that the photo of said member is a correct and up to date.


Luvoo Int., Inc.’s financial statements have been prepared assuming that Luvoo will continue as a going concern. Luvoo has generated minimal revenues since its inception and has experienced operating losses which raise substantial doubts about Luvoo’s ability to continue as a going concern.


WAG MY TAIL, INC.


The Company is a California corporation organized under the laws of the state of California in 2004 to offer storefront pet grooming, mobile pet grooming, pet grooming franchises, and pet grooming schooling.


The Company began operations in September of 2004. The Company is headquartered in Tujunga, California.  The corporate office grooms one hundred plus pets a week.


In January 2005, the company became a registered school with the State of California as a pet grooming school. Registration means we have met certain minimum standards imposed by the state for registered schools on the basis of our written application to the state. Registration does not mean we have met all of the more extensive standards required by the state for schools that are approved to operate or licensed or that the state has verified the information we submitted with our registration form.


Today, the company enjoys certifying up to five students every five weeks.  It has gained momentum on search engines such as google.com. For example: If you were to search the keyword, pet grooming school in Los Angeles, wagmytail.com is placed in the second position, and on yahoo.com, keyword, in number one position.



5



In 2006, the company began its franchise operations and was able to sell two locations one in Mission Viejo, California, the other in Fountain valley, California.


In 2007, the company entered the mobile grooming business.  This business is expanding rapidly, and plans are on the way to incorporate the mobile grooming business in the franchise agreement.


Selected Financial Data


This schedule contains summary financial information extracted from the Registrant s registration statement on Form 10-SB and is qualified in its entirety to such registration statement on Form 10.


 

 

Six months

 

 

ended

 

 

June 30,

 

 

2007

 

 

 

Operating revenues

$

52,277

Total expenses

 

967,922

Loss from continuing operations

 

915,645

 

 

 

Loss per share

 

(0.02)

Total assets

$

603,454



The consolidated financial statements dated June 30, 2007 include the acquisition of Wag My Tail, Inc. Accordingly, the assets of Wag My Tail are included in the total assets at June 30, 2007, however, the loss from continuing operations does not include the losses of Wag My Tail.


 

 

Twelve months

 

 

Ended

 

 

December 31,

 

 

2006

 

 

 

Operating revenues

$

55,329

Total expenses

 

331,187

Loss from continuing operations

 

(275,858)

 

 

 

Total assets

$

124,417



 

 

Twelve months

 

 

Ended

 

 

December 31,

 

 

2005

 

 

 

Operating revenues

$

0

Total expenses

 

54,646

Loss from continuing operations

 

(54,646)





6



Results of Operations


Revenues.  Luvoo has recognized revenue in the amount of $54,630 for the six months ended June 30, 2007 compared to $80,175 for the year ended June 30, 2006 and $0 for the year ended June 30, 2005.


Cost of Revenues.  Luvoo has recognized $2,353 in cost of revenue for the six months ended June 30, 2007 and $24,846 for the year ended June 30, 2006 and $0 for the year ended June 30, 2005.


Sales and Marketing Expenses.  Costs related to Luvoo’s sales and marketing efforts, which to date have not been significant, are currently $24,899 for the 6 month period ended June 30, 3007 and $141,539 for the year ended June 30, 2006 and $0 for the year ended June 30, 2005.


General and Administrative Expenses.  Luvoo’s general and administrative expenses consist primarily of salaries and related costs for general and corporate functions, including finance, accounting, facilities and fees for legal and other professional services.  Luvoo general and administrative expenses for the six months ended June 30, 2007 were $895,741 and $83,755 for the year ended June 30, 2006 and $92 for the year ended December 31, 2005


The major expense for 2007 was


Revenue recognition is based on the accrual principles of accounting.  Since luvoo.com has no revenue to report we discuss Wag My Tail.  All revenue is recognized based on cash basis since services are paid for when rendered.  Schooling is recognized based on the accrual method of accounting since most students will sign a contract, make a down payment, and pay the balance within a two week period of attendance of the schooling.  Also, we receive students for training from state government agencies.  Those fees earned but not yet collected could take up to sixty days to be paid. Furthermore, as to our new franchise agreement, we will actually carry a note for a period on thirty-six months which will include applicable interest rates.  Both revenue as well as interest revenue will be recognized at the accrual basis.  Management operates on a hybrid method of accounting.


Luvoo Int. Inc.’s main source of income at this time is from its operations as Wag My Tail, Inc.  The company is producing revenue and showing a profit.  It is anticipated that any costs incurred as a public company will be paid by Wag My Tail, Inc. at this point.


Liquidity and Capital Resources


From inception to February 10, 2004, Luvoo had financed its operations from revenue as well as loans from shareholders. On May 25, 2007, Luvoo acquired 100% of the outstanding stock of Wag My Tail, Inc.  Actual expenses for ongoing monthly concerns of Luvoo’s operations Wag My Tail is about $16,000 per month.  From grooming over 400 pets per month and enrolling up to five students per month, without taking in consideration any franchise sales, enough revenue will be generated to sustain all operations.


Luvoo believes that its current cash balances together with the net proceeds from revenue will allow Luvoo to fund its operations for at least the next 12 months.  Luvoo s main funding will be from its operations in Wag My Tail, Inc.


Luvoo has recognized the need to establish sixty more regional locations similar to its Wag My Tail operations in the Los Angeles area to where each location will be responsible for pet grooming, pet grooming school, and a regional franchise operations center.   At this point Luvoo will only expand at a pace of one location at a time and from its own profits, should said profits be sufficient in the establishment of an additional location.


Since the acquisition of Wag My Tail, cash flows have been affected since Wag My Tail is generating revenue on a daily basis.




7



From inception, the CEO has loaned luvoo.com as well as Wag My Tail, Inc. amounts as disclosed in the financial amounts.  The loans are to be paid at a rate of 8% annually.   The loans are to be paid if profitability is available or suspended until such time as the company has profits.  The loan pay back could also be suspended by the CEO at any given moment of time if the CEO elects to allow the Company to use the proceeds for expansion such as the addition of another regional operation.


Recent Accounting Pronouncements


In June 1998, the FASB issued SFAS No. 133, Accounting for Derivatives and Hedging Activities, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities.  SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999.  As Luvoo does not currently engage in derivative or hedging activities there will be no impact to Luvoo  results of operations, financial position or cash flow upon the

adoption of this standard.


In October 1998, the FASB issued SFAS No. 134, Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise, which establishes standards for certain activities of mortgage banking enterprises.  SFAS No. 134 is effective for fiscal years beginning after December 15, 1998.  The adoption of SFAS No. 134 will not have an impact on Luvoo results of operations, financial position or cash flow.


Effective for the reporting periods after March 15, 2005, Companies are required to account for the issuance of share-based payments in accordance with Statement of Financial Standard No. 123R. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires companies  to value issuance of Common Stock, stock options and stock warrants at  fair  value upon the completion of services rendered.  For public companies, this fair value is arrived at by using an econometric model to take into consideration variability of stock price, tax-free interest rate and time-value of money.  The Company has not elected to retroactively apply such accounting principle to the 2004 reporting period. The Company will conform with SFAS 123R in future reporting periods.


FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of Interpretation 46(R).  Application of Interpretation 46 or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities Commonly referred to as special-purpose entities for periods ending after March15, 2003.  Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004.  Application by small business issuers to entities other than special-purpose entities and by non-public entities is required at various dates in 2004 and 2005.  There is no impact on the Company’s financial statements.


In March2004, the FASB issued SFAS Statement No. 153, Exchanges of Non monetary Assets. The statement is an amendment of APB Opinion No. 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. The adoption of this standard did not have a material impact on its financial statements.


In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154), which replaced Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior period’s financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after March 15, 2005.  The impact on the Company’s operations will depend on future accounting pronouncements or changes in accounting principles.



8




In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting and disclosure for uncertain tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after March15, 2006. The Company is assessing FIN 48 and has not yet determined the impact that the adoption of FIN 48 will have on its consolidated results of operations or financial condition.


In September 2006, the FASB issued SFAS No.157, Fair Value Measurements (SFAS 157).  SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement. Where applicable, this statement simplifies and codifies fair value related guidance previously issued within United States of America generally accepted accounting principles.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company will adopt this pronouncement effective January 1, 2008 and does not anticipate any material impact on its financial condition or results of operations due to the adoption of SFAS No. 157.


ITEM 3.   PROPERTIES


Luvoo maintains its offices at 7209 Foothill Blvd, Tujunga, CA 91042, pursuant to a three year lease commencing on April 1, 2007. The initial rent is $3,200 per month. Luvoo does not own any real estate. Luvoo believes that it currently has sufficient space to carry on its operations for the foreseeable future.


ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth certain information as of April 30, 2007 with respect to the beneficial ownership of the Common Stock of (1) each of our directors, each of our executive officers and all of our executive officers and directors as a group, and (2) each stockholder known by Luvoo to be the beneficial owner of 5% or more of the Common Stock, and the percentage of Common Stock so owned.


As used in this table, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Exchange Act of 1934, as amended, as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose of or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, subject to community property laws where applicable.  Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.  The address of those individuals for which an address is not otherwise indicated is:  7209 Foothill Blvd, Tujunga, CA 91042.


Beneficial Ownership of Management


Name of Beneficial Owner

 

Number of Shares

 

% of Shares

 

 

 

 

 

Lourdes Yvonne Van Hoek

 

80,125,250 Common

 

79.39%

 

 

 

 

 

TOTAL

 

80,125,250 Common

 

79.39%


ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Directors and Executive Officers


The following table and text sets forth the names and ages of all of Luvoo directors and executive officers as of April 30, 2007.  All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.  Executive officers serve at the discretion of the board of directors, and are appointed to serve until the first board of directors meeting following the annual meeting of stockholders.



9




Name of Individual

 

Age

 

Position with Company

 

 

 

 

 

Lourdes Y. Van Hoek

 

41

 

President, Secretary and

Chairman of the Board

 

 

 

 

 

Sue Mivelaz

 

46

 

Treasurer and Director


Lourdes Van Hoek, President, Secretary, and Chairperson:  Ms. Van Hoek has extensive background in financing, business infrastructure, and education.  She is approved by the Bureau for Private Post Secondary and Vocational Education BPPVE as the director and head instructor for the Wag My Tail Pet Grooming School.  She is approved by the Department of Corporations, State of California as the CEO of the franchise operations of Wag My Tail.  She has been a certified tax preparer licensed in the State of California.  Among many careers, she was also the Executive Vice President of an online auction company.  Lourdes has surrounded herself with top-notch programmers and marketing experts to make Luvoo.com a success.  She overseas the daily operations of the Company from new developments, to marketing, to legal, financing, and the entire business operations on an ongoing basis.


Sue Mivelaz, Treasurer, Director:   Ms. Mivelaz overseas the entire bookkeeping and the accounting department of the Company.  She has been a certified tax preparer since 1994 in the State of California.  She has extensive background in tax law.  She has represented many individuals as well as corporations before the Internal Revenue Service.  Along with her tax knowledge, Sue has extensive knowledge in the preparation of financial statements for individuals, partnerships, as well as corporations.  Sues knowledge will be a great asset to the Company in assuring its financials are well and accurately represented.


ITEM 6.   EXECUTIVE COMPENSATION


The following table sets forth the approximate annual cash remuneration that

we will pay our Officers and Directors.


NAME 2

 

POSITION

 

SALARY1,2

 

 

 

 

 

Lourdes Y. Van Hoek

 

President, Secretary,

Chairman of the Board

 

$60,000

 

 

 

 

 

Sue Mivelaz

 

Treasurer, Director

 

$40,000


Footnotes to Executive Compensation:


1.

Managements base salaries can be increased by our Board of Directors based on the attainment of financial and other performance guidelines set by our management.


2.

Our Board of Director members serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified, unless earlier removed as provided in our Bylaws.  Executive Officers serve at the pleasure of the Board of Directors.





10



Employment Agreements


Luvoo does not currently have any employment agreements with its officers or directors.


Board of Directors


During the year ended December 31, 2006, no meetings of the Board of Directors were held; all corporate actions were conducted by unanimous written consent of the Board of Directors.  Directors may be paid their expenses for attending each meeting of the directors and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director.  No payment precludes any director from serving Luvoo in any other capacity and being compensated for the service.  Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.


Option Grants


No stock options were granted by Luvoo for the fiscal year ended 2006.


Stock Option Plans


Luvoo currently does not have any stock option plan.


ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On May 25, 2007 Luvoo acquired 100% of Wag My Tail, Inc.  Lourdes Y. Van Hoek, the President of Luvoo was the majority shareholder of Way My Tail, Inc. and continues to be the President of Wag My Tail, Inc.


ITEM 8.   LEGAL PROCEEDINGS


Luvoo, Int., Inc. is not a party to any pending or threatened legal proceeding.


ITEM 9.   MARKET PRICE OF AND DIVIDENDS ON REGISTRANT S Common EQUITY AND OTHER

STOCKHOLDER MATTERS


Market Information


Since February 2004, Luvoo s Common Stock has been traded on the Unsolicited Pink Sheets under the symbol LUVT.  Prior to that date, Luvoo Common Stock traded under the symbol EDLL as its name was eDollars, Inc. The trading market is limited and sporadic and should not be deemed to constitute an established trading market.  The following table sets forth the high ask and low bid information for each fiscal quarter since Luvoo Common Stock has been quoted on the NASD unsolicited Pink Sheets on September 17, 1998.  The bid information was obtained from Bloomberg and FinancialWeb.com and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. All prices reflect the 1-for-3 forward stock split effective April 15, 1999 and the 1-for-3 reverse stock split effective September 23, 1999.




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Fiscal Year Ended December 31, 2005

 

High

 

Low

 

 

 

 

 

 

 

 

 

 

Quarter Ended March 31, 2005

 

$0.02

 

$0.02

Quarter Ended June 30, 2005

 

$0.02

 

$0.02

Quarter Ended September 30, 2005

 

$0.02

 

$0.00

Quarter Ended December 31, 2005

 

$0.02

 

$0.00

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended December 31, 2006

 

High

 

Low

 

 

 

 

 

 

 

 

 

 

Quarter Ended March 31, 2006

 

$ 0.15

 

$0.02

Quarter Ended June 30, 2006

 

$ 0.25

 

$0.15

Quarter Ended September 30, 2006

 

$ 0.25

 

$0.03

Quarter Ended December 31, 2006

 

$ 0.40

 

$0.03

 

 

 

 

 

Fiscal Year Ending December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

High

 

Low

 

 

 

 

 

Quarter Ended March 31, 2007

 

$ 0.40

 

$0.09

Quarter Ended June 30, 2007

 

$ 0.15

 

$0.07


As of June 30, 2007, the number of security holders of record of the Common Stock was 68.  As of such date, 100,920,114 shares were outstanding.


ITEM 10   RECENT SALES OF UNREGISTERED SECURITIES


The following is information for all securities that Luvoo sold since inception without registering the securities under the Securities Act.


On February 10, 2004, the Company issued 82,000,000 shares of Common stock to its officers and directors in consideration of pre formation services and initial capital contributions.


In February and March of 2004, the Company issued 14,000,000 shares of Common Stock pursuant to a 504 offering.


On June 5th, 2006, Luvoo issued 15,000,000 Common shares to Lourdes Van Hoek and 15,000,000 common shares to George Tannous in exchange for 100% of the assets of Luvoo, Inc.


On September 22nd, 2006, Luvoo issued 5,000,000 Preferred A shares to Lourdes Van Hoek as part of the exchange agreement with Luvoo, Inc.


In January and February of 2007, Luvoo issued 20,000,000 shares of Common Stock pursuant to a 504 offering.



ITEM 11.   DESCRIPTION OF SECURITIES


Luvoo is authorized by its Articles of Incorporation to issue an aggregate of 500,000,000 shares of Common Stock, par value $.001 per share and 50,000,000 shares of Preferred Stock. The Preferred Stock carries a 4:1 conversion and voting rights. As of May 31, 2007 there were 100,920,114 Common shares issued held by 68 shareholders.


All shares have equal voting rights.  Voting rights are not cumulative, and, therefore, the holders of more than 50% of the Common Stock of Luvoo could, if they chose to do so, elect all of the Directors.



12




Upon liquidation, dissolution or winding up of Luvoo, the assets of Luvoo will be distributed pro rata to the holders of the Common Stock.  The holders of the Common Stock do not have preemptive rights to subscribe for any securities of Luvoo and have no right to require Luvoo to redeem or purchase their shares.


Holders of Common Stock are entitled to share equally in dividends when, as and if declared by the Board of Directors of Luvoo, out of funds legally available therefor.  Luvoo has not paid any cash dividends on its Common Stock, and it is unlikely that any such dividends will be declared in the foreseeable future.


ITEM 12.   INDEMNIFICATION OF DIRECTORS AND OFFICERS


As authorized by Section 78.751 of the Nevada General Corporation Law, Luvoo may indemnify its officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in the best interests of Luvoo.  If the legal proceeding, however, is by or in the right of Luvoo, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to Luvoo unless a court determines otherwise.


Under Nevada law, corporations may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer (or is serving at the request of the corporation as a director or officer of another corporation) for any liability asserted against such person and any expenses incurred by him in his capacity as a director or officer.  These financial arrangements may include trust funds, self insurance programs, guarantees and insurance policies.


Article 12 provides that no director or officer shall be personally liable to Luvoo or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of  law or (ii) the payment of dividends in violation of Section 78.300 of the  Nevada Revised Statutes. Article 11 of the bylaws provides that every officer or director of Luvoo will not be liable for damages incurred in connection with his actions as a director or officer to the fullest extent permitted by law.


Luvoo has been advised that it is the position of the Securities and Exchange Commission (the Commission) that insofar as the provision of Luvoo Articles of Incorporation, as amended, and By-laws may be invoked for liabilities arising under the Securities Act, the provision is against public policy as expressed in the Securities Act and is therefore unenforceable.


ITEM 13.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


See Index to Financial Statements on page F-1.


ITEM 14.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.




13



ITEM 15.   FINANCIAL STATEMENTS AND EXHIBITS


(a)  Financial Statements


(b)  Exhibits


Exhibit

 

Description

3.1

 

Articles of Incorporation

3.2

 

Certificate of Amendment of Articles of Incorporation

3.3

 

By-laws

10.1

 

Acquisition Agreement


SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated November 8, 2007



Luvoo Int., Inc.

a Nevada corporation



/s/ Lourdes Y. Van Hoek                          

Lourdes Y. Van Hoek,

President, Secretary, CEO



/s/ Sue Mivelaz                                       

Sue Mivelaz

Treasurer, CFO



14







Report of Independent Registered Public Accounting Firm

F-1


Balance Sheet

F-2


Statements of Operations

F-3


Statement of Stockholders’ Equity

F-4


Statements of Cash Flows

F-5


Notes to the Financial Statements

F-6









MOORE & ASSOCIATES, CHARTERED

           ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Luvoo International, Inc.



We have audited the accompanying balance sheet of Luvoo International, Inc. as of the six months ended June 30, 2007 and the Years ended December 31, 2006 and 2005, and the related statements of operations, stockholders’ equity and cash flows for the six months ended June 30, 2007 and the years ended December 31, 2006 and 2005. 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 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 Luvoo International, Inc. as of the six months ended June 30, 2007 and the years ended December 31, 2006 and 2005 and the results of its operations and its cash flows for the six months ended June 30, 2007 and the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 11 to the financial statements, the Company has accumulated deficit of $1,487,935 as of June 30, 2007 and has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 11.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

September 24, 2007

Except as to note 1 and 3 the date is November 20, 2007


2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501



F-1



LUVOO INTERNATIONAL, INC.

Consolidated Balance Sheets


ASSETS

 

 

June 30,

 

December 31,

 

 

2007

 

2006

CURRENT ASSETS

 

 

 

 

 

Cash

$

25,868

$

-

 

Accounts receivable

 

17,154

 

-

 

Prepaid expenses

 

47,000

 

7,000

 

Other current assets

 

1,320

 

-

 

 

 

 

 

 

 

 

 

Total Current Assets

 

91,342

 

7,000

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

136,689

 

117,417

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Purchased software

 

56,171

 

-

 

Goodwill

 

319,252

 

-

 

 

 

 

 

 

 

 

 

Total Other Assets

 

375,423

 

-

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

603,454

$

124,417

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued expenses

$

37,509

$

10,130

 

Related party payables

 

668,606

 

380,271

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

706,115

 

390,401

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

-

 

-

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

706,115

 

390,401

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock, $0.001 par value, 50,000,000 shares

   authorized, no shares issued and outstanding

 

-

 

-

 

Common stock, $0.001 par value, 500,000,000 shares

   authorized, 108,822,514 and  920,114 shares issued

   and outstanding, respectively

 

108,822

 

920

 

Additional paid in capital

 

1,276,452

 

305,330

 

Deficit accumulated during the development stage

 

(1,487,935)

 

(572,234)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

(102,661)

 

(265,984)

 

 

TOTAL LIABILITIES AND

 

 

 

 

 

 

 STOCKHOLDERS' EQUITY (DEFICIT)

$

603,454

$

124,417


The accompanying notes are an integral part of these financial statements.



F-2



LUVOO INTERNATIONAL, INC.

Consolidated Statements of Operations


 

 

 

 

For the Six

 

For the

 

For the

 

 

 

 

Months Ended

 

Year Ended

 

Year Ended

 

 

 

 

June 30,

 

December 31,

 

December 31,

 

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

SALES

 

$

54,630

$

80,175

$

-

 

 

 

 

 

 

 

 

 

COST OF SALES

 

2,353

 

24,846

 

-

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

52,277

 

55,329

 

-

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

24,899

 

141,539

 

-

 

Research and development

 

19,753

 

51,130

 

-

 

Depreciation

 

27,529

 

54,763

 

54,554

 

General and administrative

 

895,741

 

83,755

 

92

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

967,922

 

331,187

 

54,646

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(915,645)

 

(275,858)

 

(54,646)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

56

 

3

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(915,701)

$

(275,861)

$

(54,646)

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per common share

$

(0.02)

$

(0.30)

$

(0.06)

 

 

 

 

 

 

 

 

 

 

Weighted average number of   

 

 

 

 

 

 

 

  common shares outstanding

 

54,871,314

 

920,114

 

920,114



The accompanying notes are an integral part of these financial statements.





F-3



LUVOO INTERNATIONAL, INC.

Consolidated Statements of Stockholders’ Equity


 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Additional

 

During

 

Common Stock

 

Paid-In

 

Development

 

Share

 

Amount

 

Capital

 

Stage

 

 

 

 

 

 

 

 

Balance January 1, 2005

920,114

$

920

$

305,330

$

(241,727)

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

  ended December 31, 2005

-

 

-

 

-

 

(54,646)

 

 

 

 

 

 

 

 

Balance, December 31, 2005

920,114

 

920

 

305,330

 

(296,373)

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

  ended December 31, 2006

-

 

-

 

-

 

(275,861)

 

 

 

 

 

 

 

 

Balance, December 31, 2006

920,114

 

920

 

305,330

 

(572,234)

 

 

 

 

 

 

 

 

Common shares issued for

 

 

 

 

 

 

 

  cash at $0.01 per share

20,000,000

 

20,000

 

180,000

 

-

 

 

 

 

 

 

 

 

Common shares issued for

 

 

 

 

 

 

 

  services at $0.01 per share

80,000,000

 

80,000

 

720,000

 

-

 

 

 

 

 

 

 

 

Common shares issued for

 

 

 

 

 

 

 

  subsidiary at $0.01 per share

7,902,400

 

7,902

 

71,122

 

-

 

 

 

 

 

 

 

 

Net loss for the six months

 

 

 

 

 

 

 

  ended June 30, 2007

-

 

-

 

-

 

(915,701)

 

 

 

 

 

 

 

 

Balance, June 30, 2007

108,822,514

$

108,822

$

1,276,452

$

(1,487,935)



The accompanying notes are an integral part of these financial statements.



F-4



LUVOO INTERNATIONAL, INC.

Consolidated Statements of Cash Flows


 

 

For the Six

 

For the Year

 

For the Year

 

 

Months Ended

 

Ended

 

Ended

 

 

June 30,

 

December 31,

 

December 31,

 

 

2007

 

2006

 

2005

CASH FLOWS FROM OPERATING

 

 

 

 

 

 

   ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(915,701)

$

(275,861)

$

(54,646)

 

Adjustments to reconcile net loss to cash

 

 

 

 

 

 

 

  used in operating activities:

 

 

 

 

 

 

 

  Depreciation

 

27,529

 

54,763

 

54,554

 

  Common stock issued for services

 

800,000

 

-

 

-

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

  Change in accounts payable and

 

 

 

 

 

 

 

     accrued expenses

 

(305,659)

 

3,131

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

(393,831)

 

(217,967)

 

(92)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING

 

 

 

 

 

 

   ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of technology

 

(56,171)

 

-

 

-

 

Purchase of property and equipment

 

(12,465)

 

(8,519)

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used In Operating Activities

 

(68,636)

 

(8,519)

 

-

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING

 

 

 

 

 

 

   ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

288,335

 

206,271

 

20,000

 

Common stock issued for cash

 

200,000

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided By Financing Activities

 

488,335

 

206,271

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

25,868

 

(20,215)

 

19,908

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

-

 

20,215

 

307

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

25,868

$

-

$

20,215

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

 

 

Interest

$

56

$

3

$

-

 

 

Income Taxes

 

-

 

-

 

-

 

Non Cash Financing Activities:

 

 

 

 

 

 

 

 

Common stock issued for subsidiary

$

79,024

$

-

$

-


The accompanying notes are an integral part of these financial statements.



F-5



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business activity and industry – The Company is a Nevada corporation organized in January of 2004 to offer on-line dating services to subscribers world wide.


Cash and cash equivalents – For purposes of the statement of cash flows, the Company considered all highly liquid debt instruments, including short-term treasury bills with a maturity of three months or less, to be cash equivalents.


Fixed assets – Fixed assets are carried at cost. Depreciation is computed using the straight-line method over estimated useful lives of the cost and related accumulated depreciation is removed from the accounts, and of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized and the cost recovered through depreciation methods.


Organization costs – The organization costs incurred in the capitalization and start up of the operation were expensed.


Advertising – The Company expenses advertising costs in the period in which they are incurred.


Research and development – The Company expenses research and development costs in the period in which they are incurred.


Income taxes – Deferred income taxes are provided for differences between reporting for financial statement and tax purposes arising from the method of accounting for California franchise taxes, depreciation, and bad debt expenses. Net operating losses are carried forward to future years in accordance with IRS and Franchise Tax regulations. A provision for income taxes is shown on the income statement when the corporation incurs a tax liability.


Stock-based compensation. – The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.





F-6



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Basic (Loss) per Common Share – Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2007 and December 31, 2006 and 2005.


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 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.


Revenue Recognition Policies–The Company is the businesses of providing pet grooming services and of training pet groomers. The Company recognizes revenues from its grooming services when the services are performed and accepted by the customer. The Company recognizes tuition revenue over the term of the training period. Prepayments of tuition from trainees are recorded as deferred income. Tuition due from trainees upon completion of the pet grooming course is recorded as accounts receivable.


2.   CAPITALIZATION


The Company has authorized 500 million shares of stock at a par value of $.001. The Company completed a 100 to 1 reverse split of its common stock effective as of the close of business on October 20, 2006. This has resulted in 920,114 shares of common stock outstanding at a par value of $.001.


The Company has also authorized 50 million shares of Preferred stock at a par value of $.001 of which 20,000,000 shares were outstanding and converted into 80,000,000 shares of the company’s common shares of stock in January of 2007.


During 2007 the Company completed a 504 offering of which 20,000,000 shares of common stock were issued for $200,000.





F-7



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


3.   ACQUISITION


On May 25, 2007 the Company acquired Wag My Tail, Inc. (WMT) a California corporation for 7,902,400 shares of common stock valued at $0.01 per share. There are no additional or contingent payments due in the transaction.


The acquisition was accounted for as a purchase. The Company recorded goodwill of $319,252 in the purchase of WMT because the fair value of WMT’s liabilities exceeded the fair value of the assets acquired. The acquisition is part of the Company’s plan to provide a wide range of revenue generating services to the public.


Accordingly, the operations of WMT are included in the Company’s financial statements from June 1, 2007.


4.   PRINCIPLES OF CONSOLIDATION


The Company consolidated financial statements items include the operations of luvoo.com for the six months ended June 30, 2007 and the years ended December 31, 2006 and 2005 and it wholly owned subsidiary Wag My Tail Inc. from May 25, 2007 to June 30, 2007.  


5.   NOTES PAYABLE


Notes payable to consist of the following: Notes payable, interest only at 6.0 percent per annum, with a balloon payment of the balance on December 31, 2009.


6.   PROPERTY AND EQUIPMENT


The components of Property and Equipment as of June 30, 2007 are as follows:


 

 

Cost

 

Life

Software

$

6,000

 

3 years

Computer Equipment

 

275,040

 

3 years

Office Equipment

 

 

2,519

 

5 years

Automobiles

 

6,180

 

5 years

Office Furniture

 

13,909

 

7 years

Leasehold Improvements

 

20,695

 

5 years

 

 

 

 

 

 

 

324,343

 

 

Accumulated Depreciation

 

(187,654)

 

 

 

 

 

 

 

Net Property and Equipment

$

136,689

 

 


The Company depreciates its property and equipment using the straight-line method.





F-8



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


7.   INTANGIBLE ASSETS


The Company has purchased software to be used in its inter net dating service. The cost of the software will be amortized over its estimated useful life on 5 years beginning on July 1, 2007.


The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.


8.   RECENT ACCOUNTING PRONOUNCEMENTS


In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.


In June 2006, the Financial Accounting Standards Board  issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company does not expect the adoption of FIN 48 to have a material impact on its financial reporting, and the Company is currently evaluating the impact, if any, the adoption of FIN 48 will have on its disclosure requirements.




F-9



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


8.   RECENT ACCOUNTING PRONOUNCEMENTS– (Continued)


In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140.” This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement  further permits, at its initial adoption, a one-time reclassification of available for sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available for sale securities under Statement 115, provided that the available for sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal year. Management believes the adoption of this statement will have no immediate impact on the Company’s financial condition or results of operations.


9.   INCOME TAXES


The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109


Requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.




F-10



LUVOO INTERNATIONAL, INC.


NOTES TO FINANCIAL STATEMENTS ENDING JUNE 30, 2007 AND

DECEMBER 31, 2006 and 2005


9.   INCOME TAXES–(Continued)


SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.


The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to net loss before provision for income taxes for the following reasons:


 

 

June 30,

 

December 31,

 

 

2007

 

2006

Income tax expense at statutory rate

$

311,338

 

93,792

Common stock issued for services

 

(272,000)

 

(-0-)

Valuation allowance

 

(39,338)

 

(93,792)

 

 

 

 

 

Income tax expense per books

$

-0-

$

-0-


Net deferred tax assets consist of the following components as of:


 

 

June 30,

 

December 31,

 

 

2007

 

2006

NOL Carryover

$

213,073

$

173,735

Valuation allowance

 

(213,073)

 

(173,735)

 

 

 

 

 

Net deferred tax asset

$

-0-

$

-0-


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.


10.   COMMITMENTS


The Company leases a 2,700 square facility for $2,700 per month. The term of the lease is for five years.


11.   GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $1,487,935 as of June 30, 2007.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.



F-11