GENERAL ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2011

GENERAL ORGANIZATION AND BUSINESS

GENERAL ORGANIZATION AND BUSINESS

NOTE 1:       GENERAL ORGANIZATION AND BUSINESS

Los Angeles Syndicate of Technology, Inc. (“last.vc”) is a technology incubator that creates, builds, and invests in web and mobile technology companies. We develop businesses in digital media, consumer internet, and social networking, and own six companies at different stages of development.

We supply our companies with the capital to cultivate their initial product, and provide hands-on support services to reduce startup costs and accelerate time to market. Our services include product development and design, corporate formation and structure, and exposure to additional financing.  last.vc also provides office space, financial and accounting resources, marketing and branding, and legal guidance.  By offering these services, we enable our network of entrepreneurs to focus on developing their products.  We believe that this structure offers the most value for entrepreneurs and the highest return potential to investors, and results in efficiencies in how companies are built and brought to market.

Our mission is to foster technology innovation in Los Angeles by partnering with the most talented entrepreneurs in southern California and providing them with the capital and tools to bring their ideas to market.  Los Angeles has no shortage of entrepreneurs or innovation, but currently lacks the infrastructure, capital and expertise to develop these businesses as efficiently as other markets. last.vc is working to change this.

last.vc operates as an internally-managed, non-diversified, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940. From incorporation through December 31, 2010, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the “Code”). Effective January 1, 2011, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 7).

Our stock is publicly listed on the OTCQB market under the symbol “LAST”.

Market Opportunity

The web and mobile technology industries are rapidly growing sectors of the U.S. economy, and companies building social media applications have grown their user bases and revenues at unprecedented rates in recent years. We believe that an attractive opportunity exists for a public investment company focused on building a portfolio of early-stage technology companies, and key elements of our opportunity include:

• Global adoption of Internet infrastructure and the proliferation of mobile technology.

The cost of Internet access continues to decline, facilitating an increasing number of Internet users and driving up time spent online. This trend is magnified by the proliferation of smartphones and mobile technology, resulting in users with perpetual access to the Internet. As the Internet becomes more accessible, more data is being transmitted online, requiring evolving applications and businesses to manage this flow of information.

• Dramatic shifts in the way people share and consume information.

The growing usage and availability of the Internet results in an increasing number of human connections. As more people are connected, an increasing volume of information is being shared. The benefits of this information flow manifest themselves in more ways than simply interacting with friends, and the Internet is becoming an increasingly important tool in businesses’ marketing programs. Connectivity among humans, when harnessed by businesses, can drive marketing costs down to virtually zero. We believe that as more consumption occurs on the Internet, more mediums of efficiently disseminating information are required. This secular shift creates vast opportunities for companies creating and investing in these technologies.

• Declining costs to build web- and mobile-based technology.

 The cost of starting and operating an Internet-based business has dramatically declined over the last decade as a result of dropping hardware costs and maturing open-source software. This decline has resulted in a shift in the capabilities web technology founders look for in a partner. Increasingly, entrepreneurs are valuing business support, brand connections, marketing and product support over the level of funding available from a partner. This adaptation creates a large and growing opportunity for web-technology incubators providing comprehensive support services to entrepreneurs.

• Increasing focus on web-based technology companies by the capital market.

The explosive growth of social media companies has attracted significant capital from investors. As builders of technology businesses, we benefit from this heightened desire for social media investments through greater subsequent financing and sale opportunities for our portfolio companies.

Our Business Strategy

Our goal is to build and invest in web and mobile technology companies that will generate capital appreciation and realized gains. We believe that by developing technology internally and partnering with entrepreneurs at inception, we can generate the highest return and add the most value for our syndicate of entrepreneurs. The following are key elements of our strategy:

• Guide our portfolio companies through the challenges of early development.

We provide portfolio companies with the capital to cultivate their product and grow into profitability. Beyond capital support, last.vc reduces costs and time to market through managerial assistance, marketing resources, and technological collaboration. As the companies mature, we prepare them for subsequent financing rounds or other liquidity events by providing strategic guidance, legal and accounting resources, and access to the capital markets.

• Apply a structured investment process to our deployment of capital.

 Web-based technology is becoming increasingly capital-efficient, and our model is optimized to leverage this trend. By investing in the earliest stages of our companies’ lifecycles we are able to generate significant returns with minimal capital investment. Capital is deployed based on pre-determined development milestones, with a maximum investment of $500,000 per portfolio company. The last.vc diligence process includes both qualitative and quantitative analyses, and input from our network constituents to determine the value proposition, viability and defensibility of each business.

• Build a diverse portfolio of innovative and dynamic technology companies.

The low capital investment requirements of our target industries, coupled with the short development timeline of technology companies, enable us to spread our capital base across a wide spectrum of investments. Some companies will achieve positive cash flow, some will require further capital, and some will fail. Through the construction of a diverse portfolio we believe we will mitigate risk and enhance the value of our network.

Corporate History

The Company, formerly Bay Street Capital (“BSC”), Small Cap Strategies (“SCS”), and Photonics Corporation (“Photonics”), was re-domiciled in Nevada through a reverse merger effective on September 30, 2006 where Photonics, a California corporation, merged into Small Cap Strategies, Inc., a Nevada corporation, with SCS being the surviving entity.  The effect of this corporate action was to change the Company’s state of incorporation from the State of California to the State of Nevada.

On March 7, 2006 we filed a notification under Form N-54A with the SEC indicating our election to be regulated as a BDC under the 1940 Act.

On November 24, 2008, we filed Form N-54C with the SEC to notify the SEC of the withdrawal of our previous election to be regulated as a BDC under the 1940 Act.  This action was taken to best facilitate our planned business model of developing and producing oil and natural gas.  The company entered into a letter of intent to acquire all the major oil and gas properties of Xtreme Oil & Gas, Inc. (XTOG.PK), which was a major shareholder of the Company.  After several attempts to reach a deal to purchase the properties of Xtreme, it became evident that a deal could not be reached in the 4^th Quarter of 2009.

The Board of Directors resolved on November 15, 2009 that the company would again pursue the business model of an investment and management company. On April 12, 2010, we filed Form N-54A with the SEC to elect to be treated as a BDC governed under the 1940 Act.

On July 20, 2010, the Company’s Board of Directors unanimously approved and a majority of shareholders consented to a Name Change to Bay Street Capital, Inc. and authorized the Company in enact a 1 for 50 reverse stock split of the Company’s outstanding Common Stock.  Both corporate actions were effective with FINRA on August 31, 2010.

On September 24, 2010 the Company’s Board of Directors unanimously approved and a majority of shareholders consented to a Name Change to Los Angeles Syndicate of Technology, Inc.  The name change was effective with FINRA on October 14, 2010.

On February 9, 2011, the Company’s Board of Directors was notified by Management that Vineet Jindal and Brendon Crawford, previously the Chief Investment Officer and Chief Technology Officer of last.vc, resigned from LAST to assume the Chief Executive Officer and lead engineer positions, respectively, at Stockr, a majority owned portfolio company of last.vc

On February 12, 2011 the Company’s Board of Directors were notified by Management that the Company would exercise its repurchase option to purchase 2,700,000 shares of Company Common Stock pursuant to its Share Purchase Agreement and Employment Agreement with Mr. Jindal.  Per the terms of the agreement, last.vc repurchased 600,000 shares at Mr. Jindal’s cost value and then cancelled those shares.  The Company transferred its right to repurchase the remaining 2,100,000 to employees of last.vc, who repurchased these shares at Mr. Jindal’s original cost value.

The Company currently operates as an internally managed closed-end non-diversified Business Development Company and is traded under the symbol “LAST”.

Pursuant to Regulation S-X, Rule 6, the Company operates on a non-consolidated basis.  Operations of portfolio companies are reported at the portfolio company level and only the appreciation or impairment of these investments is included in the Company’s financial statements.  Pursuant to FASB Topic 250, the Company had a change in accounting principle when it re-elected to BDC status.  Topic 250 requires retroactive restatement of the company’s financial statements to conform to the current presentation for all periods presented.

GOING CONCERN

At December 31, 2011 and 2010, the Company had current assets of $11,462 and $374; current liabilities of $126,435 and $313,891; a working capital deficit of $114,973 and $313,517 at December 31, 2011 and 2010, respectively.  The Company incurred a net loss from operations of $151,597 during the year ended December 31, 2011.  The Company’s only sources of cash flow has been from loans from its CEO, management fees, and proceeds from sales of common stock

The Company is in process of raising funds through private placements of common stock.

The financial statements do not include any adjustments that may result from the outcome of these uncertainties.