10KSB 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2002 Commission File Number 0-25416 Call Solutions, Inc. ------------------------------------------------------- (Name of Small Business Issuer in Its Charter) CALIFORNIA 33-0563989 ----------------------- ---------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 18930 Greenfield Rd Detroit Mi 48235 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (313) 272 1961 ------------------ (Registrant's telephone number, including area code) Securities registered under Section 12(g) of the Exchange Act: Common Stock - .001 Par Value ----------------------------- (Title of Class) 1 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 --- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 KSB or any amendment to this Form 10-KSB. Yes X No --- 2 PART 1 ITEM 1 DESCRIPTION OF BUSINESS Business Development --------------------- The Company was incorporated in California on August 15, 1983 using the name of Tahoe Lake Concessions, Inc. The Company remained dormant until 1993. On June 21, 1993, the Company's shareholders approved a name change to BAOA, Inc. From 1993 through 1997, BAOA was engaged in the development, marketing, and sales of an educational and entertainment board game, the marketing of an affinity credit card, the licensing of a trademark logo, "Black Americans of Achievement," and the development of a television game show. On October 4, 2000, the Company's shareholders approved a name change to Call-Solutions, Inc. On January 20, 2001, the name change was officially filed with the California Secretary of State. There have been no bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. Business of the Issuer ------------------------- Call-Solutions' mission is to open call centers throughout the world in locations which have business atmospheres that are encouraging to labor intensive business operations. The Company's goal is to be the first choice of corporate business customers who wish to outsource their company's teleservice needs. The company will design its call centers to be multi-media contact centers to facilitate computer telephony integration technology enabling all Internet, cable and telephony commerce. The Company also desires to become a world leader in "direct-to-consumer" distribution of goods and services by using its call center operation. Competition ----------- While the size and financial strength of the Company's competitors are substantially greater than those of the Company, management believes the Company will be able to compete effectively because it will incur lower costs and expenses due to significantly lower labor costs. The Company believes that the affordable labor rate will significantly increase its profitability on call center projects. This factor will also allow the company to train its teleservice representatives for new sales and marketing campaigns at extremely competitive rates. This ability to re-train its teleservices representatives at an affordable rate will make the Company's call centers more competitive in the marketplace. 3 ITEM 2 DESCRIPTION OF PROPERTY The Company has a lease on their office space located at 18930 Greenfield Rd Detroit Michigan. ITEM 3 LEGAL PROCEEDINGS The Company had no legal proceedings in 2001 and none are pending. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company had no matters submitted to a vote of the security holders. PART II ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS. General ------- The Company's common stock is traded on the OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is sponsored by the National Association of Securities Dealers (NASD). The Electronic Bulletin Board is a network of security dealers who buy and sell stocks. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. 2001 LOW HIGH First Quarter .08 .17 Second Quarter .01 .17 Third Quarter .02 .07 Fourth Quarter .01 .05 2002 LOW HIGH First Quarter .01 .02 Second Quarter .01 .01 Third Quarter .01 .01 Fourth Quarter .01 .05 The Company's Board of Directors determines any payment of dividends. The Board of Directors does not expect to authorize the payment of cash dividends in the foreseeable future. Any future decision with respect to dividends will depend on future earnings, operations, capital requirements and availability, restrictions in future financing agreements, and other business and financial considerations. As of December 31, 2002, there were approximately 800 holders of record of the Company's Common Stock. The Board of Directors believe that the number of beneficial owners is substantially greater than the number of record holders because a portion of the Company's outstanding Common Stock is held of record in broker "street names" for the benefit of individual investors. 5 ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Plan of Operations -------------------- The Company is currently reviewing its plans for operating in the call center business. ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The audited financial statements of the Company and related Notes which are included in this filing have been examined by Kahn Boyd Levychin, LLP, Certified Public Accountants, and have been so included in reliance upon the opinion of such accountants given upon their authority as experts in auditing and accounting. ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in or disagreements with accountants on accounting and financial disclosure. PART III ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Director Age Date Elected Position Ronald Allen 27 11/05/02 Director & President Basharuddin Usama 65 11/05/02 Director Since 1974, Dr. Usama has been a oral and maxillofacial surgeon practicing in Cleveland Heights, Ohio. Dr. Usama received his a Bachelor of Science Degree from Howard University, College of Liberal Arts, Washington, D.C. in 1959, and his Doctor of Dental Surgery from Howard University, College of Dentistry, Washington, D.C. in 1963. From July, 2002 to present, Mr. Allen has worked as Chief Executive Officer of Global Automation Works, Inc. From August, 2000 to January, 2002, Mr. Allen was a Project Engineer for Scientific Research Corporation, in Atlanta, Georgia, and from May, 1999 to June, 2000, a Project Engineer for Rapid Design Service, in Flint, Michigan. From December 1996 to February, 1999, Mr. Allen was a Graduate Assistant Football Coach at the Michigan Technological University, at Houghton, Michigan. Mr. Allen received his Bachelor of Science degree in Electrical Engineering from the Michigan Technological University, in Houghton, Michigan in 1999. 9 ITEM 10 EXECUTIVE COMPENSATION There are currently no compensated executives of the company. ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of the Company's voting securities by Officers, Directors, and Major shareholders as well as those who own beneficially more than five percent of the Company's common stock. Name of Beneficial Owner Number of Shares Percent of No directors own voting stock in the company and there are no five percent owners in the company stock. (Percentages are based on the number of outstanding shares as of December 31, 2001) ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the year ended December 31, 2001, the Company had advances and notes payable from related parties, who are also stockholders or related to stockholders of the Company. The advances and notes payable from related parties were for expenses of the Company paid by related parties and for direct loans to the Company. These advances and notes payable from related parties are not formally documented. Notes payable bear interest at rates ranging from 5.0% and 30.0% and are due on terms of between two years and three years from the dates of issue. The Company has paid in cash and common stock certain amounts to related parties, including company personnel, officers, and directors for services rendered to the Company. ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K None SIGNATURES --------------------------- Pursuant to the requirements of Section 13 and 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. Call Solutions, Inc. Date: 04/15/2003 President/Director Ron Allen ------------- 11 CALL SOLUTIONS, INC. AND SUBSIDIARIES AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 CONTENTS ================================================================================ AUDITORS' REPORT 1 FINANCIAL STATEMENTS Consolidated balance sheets 2-3 Consolidated statements of operations and comprehensive loss 4 Consolidated statements of cash flows 5-6 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 7-8 NOTES TO THE FINANCIAL STATEMENTS 9-13 ----------------------- KAHN BOYD LEVYCHIN, LLP ----------------------- CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS AUDITORS' REPORT ================================================================================ Board of Directors and the Shareholders Call Solutions, Inc. Atlanta, Georgia We have audited the accompanying consolidated balance sheets of Call Solutions, Inc. (a California corporation formerly known as BAOA, Inc.) and its subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations and comprehensive loss, cash flows, for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States of America. 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 statement 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 Call Solutions, Inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations, and is dependent upon shareholders to provide sufficient working capital to maintain continuity. These circumstances create substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. KAHN BOYD LEVYCHIN Kahn Boyd Levychin, Certified Public Accountants April 14, 2003 1 -------------------------------------------------------------------------------- 99 Wall Street, 10th Floor New York, NY 10005 (212) 843-4100 1
CALL SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 ================================================================================ 2002 2001 -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 314 $ 27,215 -------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 314 27,215 -------------------------------------------------------------------------------- FIXED ASSETS Equipment 73,378 73,378 Furniture and fixtures 14,820 14,820 Leasehold improvements 11,150 -------------------------------------------------------------------------------- 88,198 99,348 Less: accumulated depreciation 69,051 63,547 -------------------------------------------------------------------------------- NET FIXED ASSETS 19,147 35,801 -------------------------------------------------------------------------------- TOTAL ASSETS $19,461 $ 63,016 ================================================================================
See auditors' report, the summary of significant accounting policies, and the accompanying notes to the financial statements. 2
CALL SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 ======================================================================================== 2002 2001 ---------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts and accrued expenses payable $ 473,896 $ 1,482,740 Income taxes payable 5,163 4,363 ---------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 479,059 1,487,103 ---------------------------------------------------------------------------------------- NON-CURRENT LIABILITIES Notes payable, shareholders and related parties (Note 1) 153,500 100,905 ---------------------------------------------------------------------------------------- TOTAL NON-CURRENT LIABILITIES 153,500 100,905 ---------------------------------------------------------------------------------------- TOTAL LIABILITIES 632,559 1,588,008 ---------------------------------------------------------------------------------------- SHAREHOLDERS' DEFICIT Common stock (90,000,000 shares $.001 par value authorized, 81,495,911 and 70,945,911 issued and outstanding respectively) 167,144 156,594 Preferred stock (10,000,000 shares $.001 par value authorized,166,697and 160,000 shares issued and outstanding) 166 160 Additional paid-in capital 13,299,780 11,548,314 Accumulated deficit (14,080,188) (13,230,060) ---------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' DEFICIT (613,098) (1,524,992) ---------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 19,461 $ 63,016 ========================================================================================
See auditors' report, the summary of significant accounting policies, and the accompanying notes to the financial statements. 3
CALL SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 ================================================================================ 2002 2001 ----------------------------------------------------------------------------------- Revenue $ $ ----------------------------------------------------------------------------------- OPERATING EXPENSES General and administrative expenses 843,424 3,903,729 ----------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 843,424 3,903,729 ----------------------------------------------------------------------------------- LOSS FROM OPERATIONS (843,424) (3,903,729) ----------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Forgiveness of debt 4,456 168,386 Other income 165 Interest income 2 Interest expense (10,524) ----------------------------------------------------------------------------------- TOTAL OTHER INCOME (EXPENSE) (5,903) 168,388 ----------------------------------------------------------------------------------- LOSS BEFORE PROVISION FOR INCOME TAXES (849,327) (3,735,341) Provision for income taxes (current) 800 800 ----------------------------------------------------------------------------------- NET LOSS $ (850,127) $(3,736,141) ================================================================================ Loss per weighted average shares of common stock Outstanding $ (.01) $ (.10) Weighted average number of shares of common stock outstanding 78,114,130 37,469,224
See auditors' report, the summary of significant accounting policies, and the accompanying notes to the financial statements. 4
CALL SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 =================================================================================== 2002 2001 ----------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (850,127) $(3,736,141) Adjustments to reconcile net loss to net cash used in operating activities Depreciation 9,338 10,349 Loss on disposal of assets 7,316 Common stock issued for fees and services 52,750 2,954,132 Preferred stock issued for fees and services 1,694,272 Changes in operating assets and liabilities Decrease in accounts receivable 2,508 (Decrease) increase in accounts and accrued expenses payable (1,008,045) 468,091 ----------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (94,496) (301,061) ----------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Increase in stock subscription receivable 21,000 ----------------------------------------------------------------------------------- NET CASH PROVIDED BY INVESTING ACTIVITIES 21,000 ----------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in notes payable 52,595 (113,006) Proceeds from sale of common stock 15,000 418,000 ----------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 67,595 304,994 ----------------------------------------------------------------------------------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (26,901) 24,933 Cash and cash equivalents, beginning of year 27,215 2,282 ----------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 314 $ 27,215 ===================================================================================
See auditors' report, the summary of significant accounting policies, and the accompanying notes to the financial statements. 5
CALL SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 =================================================================================== 2002 2001 ----------------------------------------------------------------------------------- SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Income taxes $ 800 $ 800 Interest expense Issuance of 1,697 shares of preferred stock as repayment of outstanding debt to related party $1,694,272 $
See auditors' report, the summary of significant accounting policies, and the accompanying notes to the financial statements. 6 6 CALL SOLUTIONS, INC. AND SUBSIDIARIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ================================================================================ Organization BAOA, Inc. ("BAOA") was incorporated in the State of California in October of 1983. BAOA remained dormant until 1993. From 1993 to 1997, BAOA was engaged in the development, sale, and marketing of an educational and entertainment board game, the marketing of an affinity credit card, the licensing of a trademark logo, "Black Americans of Achievement," and the development of a television game show. During 1997, BAOA redirected its efforts to the operation of telemarketing call centers located in federally designated empowerment zones throughout the United States. In 2000, BAOA refined its business plan to include worldwide call center business locations. BAOA opened, and has derived revenue from, its initial call center domiciled in Montego Bay, Jamaica during the second quarter of 2000. In anticipation of opening call centers in Atlanta and New York, BAOA incorporated two wholly owned subsidiaries: Call Atlanta, Inc., which was incorporated in January 1998 in the State of Georgia to operate the Company's telemarketing call center operations located in the Atlanta, Georgia designated empowerment zone, and Call Harlem, Inc., which was incorporated in September 1998 in the State of Delaware to operate BAOA's telemarketing call center operations located in the New York City designated empowerment zone. Both of these entities are currently inactive. In October 2000 BAOA changed it named to Call Solutions, Inc. During the fourth quarter of 2002 the Call Solution, Inc. moved its operations to Detroit, Michigan. Call Solutions, Inc. is currently inactive. The accompanying financial statements present the consolidated financial condition, operations, and cash flows of Call Solutions, Inc., and its wholly owned subsidiaries Call Atlanta, Inc. and Call Harlem, Inc. All significant intercompany transactions have been eliminated in consolidation. The consolidated entities are collectively referred to as the "Company." Accounting basis The Company uses the accrual basis of accounting for financial statement reporting. Accordingly revenues are recognized when services are rendered and expenses realized when the obligation is incurred. See auditors' report and the accompanying notes to the financial statements. 7 CALL SOLUTIONS, INC. AND SUBSIDIARIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ================================================================================ Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are carried at cost, which approximates market value. Fixed assets Fixed assets are stated at cost. Depreciation is computed using the straight line method over the following estimated useful lives: Estimated Description useful life -------------------------------------------------------------------------------- Office equipment and furniture and fixtures 5 years Capital improvements 7 years Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. Income taxes The Company accounts for income taxes using the asset and liability method as required by Statement of Financial Accounting Standards No. 109, under which deferred tax assets and liabilities are determined based upon the differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred taxes also are recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. See auditors' report and the accompanying notes to the financial statements. 8 CALL SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS ================================================================================ NOTE 1 - NOTES PAYABLE, SHAREHOLDERS AND RELATED PARTIES Notes payable, shareholders and related parties are broken down as follows:
2002 2001 -------------------------------------------------------------------------------------- Non-interest note payable on demand; no monthly payments of principal are required $ 60,000 $ 60,000 8.5% note payable August 2004. Quarterly payments of interest are required. The note is convertible into common stock. 50,000 11% note payable on demand; no monthly payments of principal and interest are required 20,000 20,000 30% interest note payable on demand; no monthly payments of principal and interest are required 12,500 12,500 8% note payable on demand; no monthly payments of principal and interest are required 6,000 6,000 Non-interest note payable on demand; no monthly payments of principal are required 5,000 2,405 -------------------------------------------------------------------------------------- $153,500 $100,905 ======================================================================================
NOTE 2 - INCOME TAXES Temporary differences between the recognition of certain expense items for income tax purposes and financial reporting purposes are as follows: 2002 2001 -------------------------------------------------------------------------------- Net operating loss to be carried forward $ 3,520,047 $ 3,307,515 Less: valuation allowance (3,520,047) (3,307,515) -------------------------------------------------------------------------------- NET DEFERRED TAX ASSET $ $ ================================================================================ See auditors' report and the summary of significant accounting policies. 9 CALL SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS ================================================================================ NOTE 2 - INCOME TAXES (CONTINUED) The Company incurred no federal income tax expense for the years ended December 31, 2002 and 2001, and utilized no tax carryforward losses. The Company incurred $800 of state income tax expense for years ended December 31, 2002 and 2001. The Company has a net operating loss carryover of $14,080,188 to offset future income tax. The net operating losses expire as follows: December 31, 2009 $1,431,255 2010 947,670 2011 1,269,190 2017 885,291 2019 2,289,386 2020 2,671,128 2021 3,736,141 2022 850,127 NOTE 3 - OPERATING FACILITIES The Company maintains its offices in facilities located in Detroit, Michigan. During the fourth quarter of 2002 the Company moved its operations from facilities located in Atlanta, Georgia to Detroit, Michigan. The Company was not charged rent for use of either of the facilities. NOTE 4 - GOING CONCERN These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable of time. As shown in the accompanying financial statements, the Company incurred net losses of $850,127 and $3,736,141 respectively for the years ended December 31, 2002 and 2001, and as of December 31, 2002 had incurred cumulative losses since inception of $14,080,188. The Company's existence in the current and prior periods has been dependent upon advances from related parties and other individuals, and the sale of equity securities. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. See auditors' report and the summary of significant accounting policies. 10 CALL SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS ================================================================================ NOTE 5 - ISSUANCE OF CONVERTIBLE PREFERRED STOCK FOR DEBT By unanimous approval the Board of Directors approved an agreement to issue 1,697 shares of convertible preferred stock to various officers of the Company in exchange for their agreement to forgive an aggregate past due liability of $1,694,272 owed to the officers by the Company. On November 5, 2002, the Company issued to the officers 1,697 shares of convertible preferred stock, at a stated value of $1,000.00 per share. The shares of preferred stock are immediately convertible, at the officers' sole election, at the rate of $.005 per share, and may convert into an aggregate of 339,400,000 shares of common stock. The holders of the convertible preferred stock may vote their shares on an "as converted" basis. These officers then resigned from the Company. The operations of the Company were then taken over by a new team, which moved the Company's facilities to Detroit, Michigan. See auditors' report and the summary of significant accounting policies. 11