BIOCORRX INC.
10-Ks and 10-Qs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Commission File Number: 333-153381
_______________________________
FRESH START PRIVATE MANAGEMENT, INC.
(Formerly Cetrone Energy Company)
(Exact name of registrant as specified in its charter)
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NEVADA
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26-1972677
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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999 N. Tustin Ave. Suite 16, Santa Anna CA, 92705
(Address of principal executive offices, including zip code)
(800) 500-5511
(Registrant's telephone number, including area code)
None
Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each exchange on which registered
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Common Stock, Par Value $.001
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None
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Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [x] No [ ]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [ ]
1
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if smaller reporting company)
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Smaller Reporting Company [x]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
As of April 13, 2008, the aggregate market value of the voting and non-voting common equity held by non-affiliates is $6,534,405.
2
INDEX
FRESH START PRIVATE MANAGEMENT, INC.
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PAGE NO
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PART I
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ITEM 1.
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BUSINESS
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4
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ITEM 1A.
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RISK FACTORS
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5
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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5
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ITEM 2.
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PROPERTIES
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5
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ITEM 3.
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LEGAL PROCEEDINGS
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6
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ITEM 4.
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REMOVED AND RESERVED
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6
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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6
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ITEM 6.
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SELECTED FINANCIAL DATA
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7
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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7
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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10
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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10
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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10
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ITEM 9A(T).
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CONTROLS AND PROCEDURES
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10
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ITEM 9B.
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OTHER INFORMATION
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12
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PART III
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ITEM 10.
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DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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12
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ITEM 11.
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EXECUTIVE COMPENSATION
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14
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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15
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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15
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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16
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PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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16
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SIGNATURES
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17
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3
Cautionary Note
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant”, "Fresh Start” "we," "our," “FSPM,” and "us" refer to Fresh Start Private Management, Inc..
Company History
Fresh Start Private Management, Inc. (“FSPM”) was originally incorporated as Cetrone Energy Company on January 28, 2008 in the State of Nevada. We are a development stage business and have not begun operations or generated any revenue to date. FSPM’s fiscal year end is December 31.
Fresh Start has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since our inception, we have been primarily engaged in business planning activities, including research, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our products and identifying future sources of capital.
On September 23, 2010 the board of directors of Fresh Start Private Management, Inc. (“Fresh Start”) appointed two new directors of the company, Dr. Jorge Andrade Jr. and Mr. Neil Muller. Current with the appointment Dr. Andrade and Mr. Muller, Armando Kiyoshi Narita resigned as director and Secretary. Effective November 22, 2010, Michael Cetrone resigned as President and Chief Executive Officer, Chief Financial Officer, Treasurer and as a member of the Board of Directors of Fresh Start Private Management, Inc. Concurrent with Mr. Cetrone’s resignation, Dr. Jorge Adrade, was appointed Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer. Dr. Andrade was already a member of the Board of Directors of the Company.
On November 22, 2010, Mr. Neil Muller was appointed President of the Company. Mr. Muller was already a member of the Board of Directors of the Company.
Mr. Andrade has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the Company. Other than the Officers/Directors, there are no employees at the present time.. The Company’s administrative office is located at 999 N. Tustin Ave. Suite 16, Santa Anna CA, 92705 and our telephone number is: (800) 500-5511.
Business Development
The principal business of the Company was to develop “green” renewable fuel source for agricultural operations, specifically biodiesel. In September 2010, with the appointment of new officers, the Company changed the business plan from developing biofuels to alcohol treatment. The Company’s year-end is December 31. The Company currently has no operations or realized revenues from its planned principle business purpose.
4
On October 28, 2010, the Company acquired an exclusive product license, which included the right to use the Naltrexone Implant for alcohol Treatment and any procedures related to the licensed product. The Company paid a onetime license fee of 7.5% of the total common shares outstanding on the date of the agreement, or 5,672,250 common shares. Additionally, the Company will pay $600 for each prescription request of the licensed product. The agreement will remain in force for so long as the Company continues to use the Licensed Product.
On November 22, 2010, the Company entered into an intellectual property license and asset purchase agreement which included an exclusive right to use the Trademark “Fresh Start Private” and Intellectual Property, including written grogram regarding alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation. Two of our directors, Dr. Andrade and Mr. Muller are directors of Fresh Start Private. Dr. Andrade and Mr. Muller, because they may be deemed Related Parties, abstained from voting on the Company resolution to enter into such intellectual property license and asset purchase agreement.
Finalization of the intellectual property license and asset purchase agreement is subject to due diligence by FSPM board members along with audited financial statements from Fresh Start Private. The Company intends to develop its business in alcohol abuse treatment and alcohol detox rehabilitation.
Compliance with Government Regulation
If and when we conduct operations we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the treatment of alcoholism and use of pharmaceuticals. Moreover, if we begin treatment, we may have expenses to comply with permit and regulatory environment laws both locally and federally.
Investors and security holders may obtain a free copy of the Annual Report on Form10-K and other documents filed by FSPM with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by FSPM with the SEC may also be obtained from Fresh Start Private Management, Inc. by directing a request to FSPM, Attention: Dr. Jorge Andrade Jr., President and Chief Executive Officer, 999 N. Tustin Ave. Suite 16, Santa Anna CA, 92705 (800) 500-5511.
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ITEM 1A.
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RISK FACTORS
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Not Applicable
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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Not Applicable
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ITEM 2.
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PROPERTIES
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We do not own any real estate or other properties and have not entered into any long term lease or rental agreements for property. Dr. Andrade’s and the Company’s administrative office is located at 999 N. Tustin Ave. Suite 16, Santa Anna CA, 92705 and our telephone number is: (800) 500-5511. The Company has not entered into office lease and does not have exclusive use of this office space.
FSPM’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. FSPM does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
5
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ITEM 3.
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LEGAL PROCEEDINGS
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FSPM is not currently a party to any legal proceedings. Fresh Start Private Management, Inc.’s agent for service of process in Nevada is: InCorp Services Inc., 3155 East Patrick Lane, Suite 1, Las Vegas, NV 89120 – Telephone (702) 866-2500
FSPM’s officers and directors have not been convicted in a criminal proceeding nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
Dr. Andrade and Mr. Muller, the Company’s officers and directors have not been convicted of violating any federal or state securities or commodities law. There are no known pending legal or administrative proceedings against the Company.
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ITEM 4.
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REMOVED AND RESERVED.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Market Information
Our common stock has been quoted on the OTC Markets under the trading symbol of “CEYY” since October 12, 2010. The quarterly high and low close information on the OTC Markets of our common stock for each full quarterly period is as follows:
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Fiscal Year Ending December 31, 2010
:
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High
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Low
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Fourth Quarter
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$
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0.95
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$
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0.06
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These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Sales of Unregistered Securities
. We have sold securities within the past quarter without registering the securities under the Securities Act of 1933 on one occasions.
On October 28, 2010, the Company acquired an exclusive product license, which included the right to use the Naltrexone Implant and any procedures related to the licensed product. The Company paid a onetime license fee of 7.5% of the total common shares outstanding on the date of the agreement, or 5,672,250 common shares.
Sales of Registered Securities.
As of the date of this annual report the Company has sold pursuant to its effective prospectus filed on Form S-1 and subsequent Post-Effective Amendment thereto approximately 152,150 common shares to thirty-seven individual investors.
Issuer Purchases of Equity Securities.
None during the Fiscal Year 2010
Dividends.
We did not declare or pay dividends during the Fiscal Year 2010 and do not anticipate declaring or paying dividends in fiscal year 2011.
Securities Authorized for Issuance under Equity Compensation Plans
. The Company has no Equity Compensation Plan.
6
Summary of Financial Data
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As of December 31, 2010
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Revenues
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$
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0
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Operating Expenses
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$
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24,156
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Earnings (Loss)
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$
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(23,070)
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Total Assets
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$
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4,061,,511
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Liabilities
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$
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19,068
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Stockholders’ Equity
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$
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4,042,443
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The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of Fresh Start Private Management, Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
7
Cautionary Statement
Except for the historical information contained herein, the matters discussed should be considered forward-looking statements and readers are cautioned not to place undue reliance on those statements. The forward-looking statements in this discussion are made based on information available as of the date hereof and are subject to a number of risks and uncertainties that could cause the Company's actual results and financial position to differ materially from those expressed or implied in the forward-looking statements and to be below the expectations of public market analysts and investors. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by applicable laws and regulations.
Critical Accounting Estimates:
The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements and which we discussed below in Item 8. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe our critical accounting policies are those described below.
Stock-Based Compensation
As required by the Stock-based Compensation Topic of FASB ASC, transactions in which the Company exchanges its equity instruments for goods or services is accounted for using authoritative guidance for stock based compensation. This guidance also addresses transactions in which the Company incurs liabilities in exchange for goods or services that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of those equity instruments.
If the Company issues stock for services which are performed over a period of time, the Company capitalizes the value paid in the equity section of the Company’s financial statements as it’s a non-cash equity transaction. The Company accretes the expense to stock based compensation expense on a monthly basis for services rendered within the period.
We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
If shares are issued for services to be performed over a period by a vendor, we capitalize the value paid and amortize the expense in association with services actually rendered.
Shares issued to employees are expensed upon issuance.
Long-lived Assets
. We amortize long-lived assets over their estimated useful lives. Identifiable long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted future cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Fair value is determined based on the lowest level of identifiable estimated future cash flows using discount rates determined by our management to be commensurate with the risk inherent in our business model. Our estimates of future cash flows attributable to our long-lived assets require significant judgment based on our historical and anticipated results and are subject to many factors. Different assumptions and judgments could materially affect estimated future cash flows relating to our long-lived assets which could trigger impairment. No impairments of long-lived assets were identified during any of the periods presented.
Executive Overview
Fiscal Year 2010 the focus of the Company was primarily on maintaining its reporting requirements with the SEC. On October 28, 2010, the Company acquired an exclusive product license to use the Naltrexone Implant in anticipation of developing its business in alcohol abuse treatment and alcohol detox rehabilitation.
8
On November 22, 2010, the Company entered into an intellectual property license and asset purchase agreement which included an exclusive right to use the Trademark “Fresh Start Private” and Intellectual Property, including a written grogram regarding alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation.
Our auditor’s report on our December 31, 2010 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “December 31, 2010 Audited Financial Statements - Auditors Report.”
As the company has been issued an opinion by its auditors that substantial doubt exists as to whether the company can continue as a going concern, it may be difficult for the company to attract investors.
Fiscal 2010
Liquidity.
As of December 31, 2010, the Company had $1,866 of cash on hand. The Company will be required to raise additional funds in order to further develop its business. Management plans to focus efforts on raising these required funds over the course of the next two quarters of 2011.
The Company has not generated any revenues from inception to December 31, 2010.
Capital Resources.
We will require significant amounts of working capital to begin our business operations described herein and to pay expenses relating to maintaining our status of a reporting company including legal, accounting and filing fees. We currently have $1,866 of cash available. In order to maintain our status as a going concern we must raise additional proceeds of $25,000 over the course of the next twelve months in order to cover expenses related to maintaining our status as a reporting company (legal, auditing, and filing fees) estimated at $20,000 and $5,000 to cover administrative costs. There is no assurance we will receive the required financing to complete our business strategies. Even if we are successful in raising proceeds capital we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.
Results of Operations.
The Company has not begun operations and to date has been primarily engaged in business planning activities, including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our products and identifying future sources of capital. There can be no guarantee that the business will ever begin operations or generate revenue and if it does a complete loss of any investment made into the Company would be realized.
We did not earn any revenues during the fiscal years ending December 31, 2010 or December 31, 2009. During the fiscal year ending December 31, 2010 we incurred operating expenses of $24,156 comprising of professional fees in the amount of $12,335, general and administrative expenses of $7,531 and consulting fees of $4,291. Since inception the Company has incurred operating expenses of $42,374.
Off-Balance Sheet Arrangements.
None
Contractual Obligations.
On October 28 2010 Fresh Start Private Management, Inc. (FSPM) entered into an agreement with Trinity RX Solutions LLC of Breezy Point New York. Under the terms of the agreement FSPM will pay a fee for each implant prescribed.
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Our financial statements appear beginning on page F-2, immediately following the signature page of this report.
On November 5, 2009, Board of Directors of the Registrant dismissed The Blackwing Group, LLC, its independent registered public account firm. On the same date, November 5, 2009, the accounting firm of Kyle L. Tingle CPA, LLC was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of The Blackwing Group, LLC and the engagement of Kyle L. Tingle, CPA, LLC as its independent auditor. None of the reports of The Blackwing Group, LLC on the Company's financial statements for either December 31, 2008 or subsequent two interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 a going concern qualification in the registrant's audited financial statements.
During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with The Blackwing Group, LLC whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to The Blackwing Group, LLC 's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements, nor were there any up to and including the time of dismissal on November 5, 2009.
Disclosure Controls and Procedures
Management of Fresh Start Private Management, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer, Dr. Jorge Andrade Jr. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective. For details of the specific areas that management identified as problems leading to the ineffectiveness of control and procedures see “
Management’s Annual Report on Internal Control over Financial Reporting”
below.
10
FSPM plans to continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, FSPM will enhance and test our year-end financial close process. Finally, we plan to designated individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. This assessment is based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2010 was not effective.
As of December 31, 2010 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Representative with Financial Expertise — For the year ending December 31, 2010, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
11
• Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Lack of Audit Committee and Outside Directors in the Company’s Board of Directors - We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
• FSPM will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section , and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2010 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
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ITEM 9B.
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OTHER INFORMATION.
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None.
Fresh Start Private Management, Inc.’s executive officers and directors and respective ages as of December 31, 2010 are as follows:
12
Director:
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Name of Director
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Age
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Period of Service
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Dr. Jorge Andrade Jr.
1
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40
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Since September 23, 2010
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Neil Muller
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51
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Since September 23, 2010
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1
Michael Cetrone: Served as Director from January 28, 2008 through November 22, 2010. From November 18, 2009 through November 22, 2010, Armando Kiyoshi Narita served as Director.
Executive Officers:
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Name of Officer
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Age
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Office
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Dr. Jorge Andrade Jr.
1
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40
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Since November 22, 2010 - CEO, Treasurer, Principal Executive Officer, Principal Financial Officer, Secretary and Principal Accounting Officer
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|
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Neil Muller
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51
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Since November 22, 2010 - President
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1
From January 28, 2008 through November 22, 2010, Michael Cetrone served as President and Chief Executive Officer, Chief Financial Officer, and Treasurer. From November 18, 2009 through November 22, 2010, Armando Kiyoshi Narita served as the Secretary.
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years
Dr, Jorge Andrade Jr., Officer and Director
.
Dr. Jorge Andrade Jr., age 40 is founder, CEO and President of West Coast Consulting Inc. since 2004. Dr. Andrade is a Licensed Medical Interpreter, and co
‐
founder of TM Cube Medical LLC. Dr. Andrade has exceptional knowledge of starting, building and managing small businesses.
He is a recognized specialist in implementing systems for small businesses day to day. Dr. Andrade is bilingual and fluent in both Spanish and English; he served on a Health Advisory Board for the Long Beach Head Start Program. As a President of West Consulting Inc., he supervisors and manages the interpreting department for Core Medical Management Inc., Pro – Legal Services Inc., and manages the day to day operations of Colgate’s, BSBF.
Neil Muller, President and Director
Mr. Neil Muller, age 51 has more than 20 years experience in the field of property development, commercial and residential sales and business management. Neil graduated with his bachelor degree in business management at Sydney University.
For the last 5 years Mr. Muller has been developing and working with Fresh Start Private Australia alcohol recovery program.
13
Corporate Governance
Code of Ethics.
We have adopted a Code of Ethics for our principal executive and financial officer, Dr. Jorge Andrade. Our Code of Ethics was filed as an Exhibit to the 2008 Annual Report.
Nominating Committee.
We have not established a Nominating Committee because of our limited operations; and because we have only two directors and officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee.
We have has not established an Audit Committee because of our limited operations; and because we have only two directors and two officers, we believe that we are able to effectively manage the issues normally considered by a Audit Committee
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
Summary Compensation Table
|
Name and principal position
|
Fiscal
Year
|
Salary
|
Bonus
|
Other annual compensation
|
Restricted stock
award(s)
|
Securities underlying
options/ SARs
|
LTIP
payouts
|
All other
compensation
|
||||||||
|
Michael Cetrone,
President through November 22, 2010
|
2010
2009
2008
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
||||||||
|
Neil Muller, President since November 22, 2010
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||
|
Dr. Jorge Andrade, CEO, Treasurer, Principal Executive Officer, Principal Financial Officer, Secretary and Principal Accounting Officer
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
There has been no cash payment paid to the executive officers for services rendered in all capacities to us for the period ended December 31, 2010. There has been no compensation awarded to, earned by, or paid to the executive officers by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2010.
Stock Option Grants
FSPM did not grant any stock options to the executive officer during the most recent fiscal period ended December 31, 2010. FSPM has also not granted any stock options to the executive officer of the Company.
14
|
I
TEM 12.
|
The following table provides the names and addresses of each person known to FSPM to own more than 5% of the outstanding common stock as of December 31, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
|
Title of class
|
Name and address
of beneficial owner
|
Amount of
beneficial ownership
|
Percent
of class
|
|||
|
Common Stock
|
*Michael Cetrone
11010 E. Boundary Road, Elk, WA 99009
|
45,000,000 shares
|
59.5%
|
*Officer and Director.
The percent of class is based on 75,630,000 shares of common stock issued and outstanding as of December 31, 2010.
Changes in Control.
There are known arrangements known to the Company involving any pledge by any person of securities of the Company’s common stock to effective a change of control of the Company.
On November 22, 2010, the Company entered into an intellectual property license and asset purchase agreement with Fresh Start Private, Inc. a Nevada corporation (the “Transaction”). In consideration of the license the Company gave 16,000,000 shares of common stock at the market value of $0.77 per share as of the date of the agreement. Total value of the license is recorded as $12,320,000.
Dr. Jorge Andrade Jr., the Company’s CEO and Director, and Mr. Neil Muller, the Company’s President and Director are directors of and shareholders of Fresh Start Private, Inc.
Mr. Muller owns 2,000,000 common shares of Fresh Start Private, Inc., therefore Mr. Muller’s interest in the Transaction is approximately $1,540,000.
Dr. Andrade Mr. Muller owns 1,000,000 common shares of Fresh Start Private, Inc., therefore Dr. Andrade’s interest in the Transaction is approximately $770,000.
During Fiscal Year 2010, there were no other material transactions between the Company and any Officer, Director or related party and the Company other than as described herein. None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
-The Officers and Directors;
-Any person proposed as a nominee for election as a director;
-Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
-Any relative or spouse of any of the foregoing persons who have the same house as such person.
15
Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.
As of December 31, 2010 the Company has incurred auditing expenses of approximately $5,850 which includes bookkeeping and auditing services. There were no other audit related services or tax fees incurred.
|
(a)
|
The following documents have been filed as a part of this Annual Report on Form 10-K.
|
|
1.
|
Financial Statements- Year end 2010
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance Sheets
|
F-2
|
|
Statements of Operations
|
F-3
|
|
Statements of Cash Flows
|
F-4
|
|
Statements of Stockholders' Equity
|
F-5
|
|
Notes to Financial Statements
|
F-6-11
|
|
2.
|
Financial Statement Schedules.
|
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
|
3.
|
Exhibits.
|
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
EXHIBIT
|
NUMBER
|
DESCRIPTION
|
|
31.1
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
FRESH START PRIVATE MANAGEMENT, INC.
|
||
|
By:
|
/s/ Dr. Jorge Andrade
|
|
|
Dr. George Andrade
|
||
|
Chief Executive Officer
|
||
|
Chief Financial Officer
|
||
|
Chief Accounting Officer
|
||
|
Director
|
||
|
Date: April 15, 2011
|
||
17
F-1
|
(A Development Stage Company)
|
||||||||
|
|
||||||||
|
December 31,
|
December 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 1,866 | $ | 5,656 | ||||
|
Prepaid expense
|
- | 2,500 | ||||||
|
Note receivable
|
88,000 | - | ||||||
|
Interest receivable
|
1,070 | |||||||
|
Total Current Assets
|
90,936 | 8,156 | ||||||
|
OTHER ASSETS
|
||||||||
|
License
|
3,970,575 | - | ||||||
|
Total Other Assets
|
3,970,575 | - | ||||||
|
TOTAL ASSETS
|
$ | 4,061,511 | $ | 8,156 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable
|
$ | 19,068 | $ | 10,922 | ||||
|
Note payable - related party
|
- | 100 | ||||||
|
Note payable
|
- | 180 | ||||||
|
Total Current Liabilities
|
19,068 | 11,202 | ||||||
|
COMMITMENTS AND CONTINGENCIES
|
- | - | ||||||
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Common stock subscribed
|
4,070,575 | - | ||||||
|
Common stock, $0.001 par value; 200,000,000 shares
|
||||||||
|
authorized, 75,630,000 and 450,430,000 shares issued
|
||||||||
|
and outstanding at December 31, 2010 and 2009,
|
||||||||
|
respectively
|
75,430 | 2,252 | ||||||
|
Additional paid-in capital
|
18,000 | 12,920 | ||||||
|
Accumulated deficit
|
(121,562 | ) | (18,218 | ) | ||||
|
Total Stockholders' Equity (Deficit)
|
4,042,443 | (3,046 | ) | |||||
|
TOTAL LIABILITIES AND
|
||||||||
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 4,061,511 | $ | 8,156 | ||||
F-2
|
(A Development Stage Company)
|
||||||||||||
|
|
||||||||||||
|
Period from
|
||||||||||||
|
Year
|
Year
|
January 28,2008
|
||||||||||
|
Ended
|
Ended
|
(Inception) to
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
REVENUES
|
$ | - | $ | - | $ | - | ||||||
|
OPERATING EXPENSES
|
||||||||||||
|
Consulting
|
4,291 | 524 | 6,815 | |||||||||
|
Professional fees
|
12,335 | 7,525 | 22,010 | |||||||||
|
General and administrative expenses
|
7,531 | 5,148 | 13,550 | |||||||||
|
Total operating expenses
|
24,156 | 13,197 | 42,374 | |||||||||
|
LOSS FROM OPERATIONS
|
(24,156 | ) | (13,197 | ) | (42,374 | ) | ||||||
|
OTHER INCOME (EXPENSES)
|
||||||||||||
|
Other income
|
- | - | - | |||||||||
|
Interest income
|
1,070 | - | 1,070 | |||||||||
|
TOTAL OTHER INCOME (EXPENSES)
|
1,070 | - | 1,070 | |||||||||
|
LOSS BEFORE TAXES
|
(23,086 | ) | (13,197 | ) | (41,304 | ) | ||||||
|
INCOME TAX EXPENSE
|
- | |||||||||||
|
NET LOSS
|
$ | (23,086 | ) | $ | (13,197 | ) | (41,304 | ) | ||||
|
NET LOSS PER COMMON SHARE,
|
||||||||||||
|
BASIC AND DILUTED
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
|
WEIGHTED AVERAGE NUMBER
|
||||||||||||
|
OF COMMON SHARES OUTSTANDING,
|
||||||||||||
|
BASIC AND DILUTED
|
176,565,531 | 2,146,868 | ||||||||||
F-3
|
FRESH START PRIVATE MANAGEMENT, INC.
|
||||||||||||||||||||||||
|
(A Development Stage Company)
|
||||||||||||||||||||||||
|
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||||||||||
|
Common
|
Additional
|
Total
|
||||||||||||||||||||||
|
Common Stock
|
Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Subscribed
|
Capital
|
Deficit
|
Equity (Deficit)
|
|||||||||||||||||||
|
Common stock issued for cash
|
||||||||||||||||||||||||
|
at $0.001 per share
|
400,000,000 | $ | 400,000 | $ | - | $ | - | $ | (398,000 | ) | $ | 2,000 | ||||||||||||
|
Common Stock for services
|
||||||||||||||||||||||||
|
at $0.01 per share
|
40,000,000 | 40,000 | - | - | (38,000 | ) | 2,000 | |||||||||||||||||
| - | ||||||||||||||||||||||||
|
Cancellation of stock issued for
|
- | |||||||||||||||||||||||
|
services at $0.08 per share
|
(20,000,000 | ) | (20,000 | ) | - | - | 19,000 | (1,000 | ) | |||||||||||||||
|
Common stock issued for cash
|
||||||||||||||||||||||||
|
at $0.08 per share
|
5,155,000 | 5,155 | - | - | (3,093 | ) | 2,062 | |||||||||||||||||
|
Net loss for period ended
|
||||||||||||||||||||||||
|
December 31, 2008
|
- | - | - | - | (5,021 | ) | (5,021 | ) | ||||||||||||||||
|
Balance, December 31, 2008
|
425,155,000 | $ | 425,155 | $ | - | $ | - | $ | (425,114 | ) | $ | 41 | ||||||||||||
|
Common stock issued for cash at
|
||||||||||||||||||||||||
|
$0.08 per share
|
25,275,000 | 25,275 | - | - | (15,165 | ) | 10,110 | |||||||||||||||||
|
Net loss for period ended
|
- | |||||||||||||||||||||||
|
December 31, 2009
|
- | - | - | - | (13,197 | ) | (13,197 | ) | ||||||||||||||||
|
Balance, December 31, 2009
|
450,430,000 | $ | 450,430 | $ | - | $ | - | $ | (453,476 | ) | $ | (3,046 | ) | |||||||||||
|
Common stock redemption
|
(355,000,000 | ) | (355,000 | ) | - | - | 355,000 | - | ||||||||||||||||
|
Common stock issued for subscribed
|
- | - | 100,000 | - | - | 100,000 | ||||||||||||||||||
|
Common stock cancelled in lieu of accounts
|
||||||||||||||||||||||||
|
payable
|
(20,000,000 | ) | (20,000 | ) | - | 18,000 | - | (2,000 | ) | |||||||||||||||
|
Common stock subscribed for license at
|
||||||||||||||||||||||||
|
$0.70 per share on October 28, 2010
|
- | - | 3,970,575 | - | - | 3,970,575 | ||||||||||||||||||
| - | ||||||||||||||||||||||||
|
Net loss for period ended
|
- | |||||||||||||||||||||||
|
December 31, 2010
|
- | - | - | - | (23,086 | ) | (23,086 | ) | ||||||||||||||||
|
Balance, Deember 31, 2010
|
75,430,000 | $ | 75,430 | $ | 4,070,575 | $ | 18,000 | $ | (121,562 | ) | $ | 16,362,443 | ||||||||||||
F-4
|
FRESH START PRIVATE MANAGEMENT, INC.
|
||||||||||||
|
(A Development Stage Company)
|
||||||||||||
|
|
||||||||||||
|
Period from
|
||||||||||||
|
January 28, 2008
|
||||||||||||
|
Year Ended
|
Year Ended
|
Through
|
||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net gain (loss)
|
$ | (23,086 | ) | (13,197 | ) | $ | (41,304 | ) | ||||
|
Cancellation of common stock issued for services
|
1,000 | |||||||||||
|
Adjustments to reconcile net loss to net cash
|
- | |||||||||||
|
provided (used) by operating activities:
|
- | |||||||||||
|
Decrease (increase) in prepaids
|
2,500 | (2,500 | ) | - | ||||||||
|
Decrease (increase) in accrued interest
|
(1,070 | ) | (1,070 | ) | ||||||||
|
Increase (decrease) in accounts payable
|
6,146 | 7,947 | 17,068 | |||||||||
|
Net cash provided (used) by operating activities
|
(15,510 | ) | (7,750 | ) | (24,306 | ) | ||||||
|
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
|
||||||||||||
|
Note receivable
|
(88,000 | ) | (88,000 | ) | ||||||||
|
Net cash used by investing activities
|
(88,000 | ) | - | (88,000 | ) | |||||||
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from sale of common stock
|
100,000 | 10,110 | 114,352 | |||||||||
|
Proceeds from note payable - related party
|
- | - | 100 | |||||||||
|
Repayment of note payable - related party
|
(100 | ) | - | (100 | ) | |||||||
|
Proceeds from note payable
|
(180 | ) | - | (180 | ) | |||||||
|
Net cash provided by financing activities
|
99,720 | 10,110 | 114,172 | |||||||||
|
Net increase (decrease) in cash and cash equivalents
|
(3,790 | ) | 2,360 | 1,866 | ||||||||
|
Cash at beginning of period
|
5,656 | 3,296 | - | |||||||||
|
Cash at end of period
|
$ | 1,866 | $ | 5,656 | $ | 1,866 | ||||||
|
SUPPLEMENTAL CASH FLOW DISCLOSURES:
|
||||||||||||
|
Income taxes paid
|
$ | - | - | $ | - | |||||||
|
Interest paid
|
- | - | - | |||||||||
|
NON-CASH FINANCING AND INVESTING ACTIVITIES:
|
||||||||||||
|
Common stock subscribed for license
|
$ | 3,970,575 | $ | - | $ | 3,970,575 | ||||||
|
Common stock subscribed for trademark license
|
$ | 12,320,000 | $ | - | $ | 12,320,000 | ||||||
|
Cancellation of shares issues for services in lieu of accounts payable
|
$ | 2,000 | $ | - | $ | 2,000 | ||||||
F-5
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
Fresh Start Private Management, Inc. (“FSPM”) was originally incorporated as Cetrone Energy Company on January 28, 2008 in the State of Nevada. The principal business of the Company originally was to develop “green” renewable fuel source for agricultural operations, specifically biodiesel. . On July 26, 2010, the Company filed an amendment to its Articles of Incorporation changing its name to Fresh Start Private Management Inc. The Company signed a letter of intent with Fresh Start Private, Inc. (“FSP”) in anticipation of a merger. FSP owns certain know how and intellectual property dealing with the treatment of alcoholism and operates a medical clinic in Orange County, California. The Companies entered into a definitive agreement on November 22, 2010, with the deal to consummate upon the completion of certified audits for both entities. The merger is expected to occur in the second quarter of 2011. The Company’s year-end is December 31. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915
“Development Stage Entities,”
is considered a Development Stage Enterprise.
This summary of significant accounting policies of FSPM is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2010 or 2009.
Income taxes
The Company accounts for income taxes under FASB ASC 740
"Income Taxes."
Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Share Based Expenses
FASB ASC 718
"Compensation - Stock Compensation"
prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (
a
) the option to settle by issuing equity instruments lacks commercial substance or (
b
) the present obligation is implied because of an entity's past practices or stated policies.
F-6
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50
"Equity - Based Payments to Non-Employees."
Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (
a
) the goods or services received; or (
b
) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Fair Value of Financial Instruments
The Company's financial instruments as defined by FASB ASC 825-10-50 “
Financial Instruments,”
include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2009.
FASB ASC 820
“Fair Value Measurements and Disclosures,”
defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2010 and 2009. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period ended December 31, 2010 and 2009.
Recent Accounting Pronouncements
The Company has determined that the adoption of any proposed accounting pronouncements will not have an impact on the consolidated financial statements, as the Company does not currently have any such arrangements with its customers.
Going Concern
As shown in the accompanying financial statements, the Company had negative working capital and an accumulated deficit incurred through December 31, 2010. The Company currently has minimal operations which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
F-7
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
An estimated $120,000 is believed necessary to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to seek new capital from new equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.
On October 28, 2010, the Company acquired an exclusive product license, which included the right to use the Naltrexone Implant and any procedures related to the licensed product. The Company paid a onetime license fee of 7.5% of the total common shares outstanding on the date of the agreement, or 5,672,250 common shares at the market value of $0.70 per share as of the date of the agreement. Total value of the license is recorded as $3,970,575. Additionally, the Company will pay $600 for each prescription request of the licensed product. The agreement will remain in force for so long as the Company continues to use the Licensed Product.
On November 22, 2010, the Company entered into an intellectual property license and asset purchase agreement which included
an exclusive right to use the Trademark “Fresh Start Private” and Intellectual Property, including
written grogram regarding alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation, technical information, and rights therein owned or licensed from a third party by such person, including, without limitation, technical data, inventions, concepts, processes, formulae, algorithms, know-how, system, apparatuses, software, designs, design elements, product features, product specifications, works of authorship, drawings, and any other technical subject matter related thereto, including all Patent Rights (as defined in the following recital), copyrights, trade secrets, masks and mask works, industrial designs, domain names, secure socket layers and other intellectual property rights therein protected under the laws of any country or the world (whether or not the rights therein are currently perfected), as it relates to the business operated under (i) the Trademark and (ii) the alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation treatment and program conceived and/or business operated by the Licensor
in the Territory for (i) the operation of the Alcohol Treatment and Rehabilitation Centers and (ii) otherwise for the alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation business and industry. The term of the agreement and the license shall expire on the ninety ninth anniversary of the effective date of the agreement, subject to automatic extension unless Licensor gives written notice at least ninety days prior to the expiration date. In consideration of the license the Company gave 16,000,000 shares of common stock at the market value of $0.77 per share as of the date of the agreement. Total value of the license is recorded as $12,320,000.
For the purposes of the Asset Purchase Agreement,
“Assets” shall mean those assets that are related to the Trademark and the Intellectual Property that are or were used or created by Licensor in its conduct of business, including all assets, rights, interests, and properties of Licensor of whatever nature, tangible or intangible, real or personal, fixed or contingent, except for the Trademark and the Intellectual Property. For all assets received , the Company paid $10.00 in cash.
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
In its initial capitalization, the Company issued 2,200,000 shares of common stock for a total of $2,000 cash, and $2,000 in services. Subsequent to the issuance of shares, a consultant was unable to complete the required services and 100,000 shares for $1,000 in services were returned to the Company.
F-8
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
During the year ended December 31, 2008 the Company sold 25,775 shares of common stock pursuant to a registered offering at $0.08 per share for total cash of $2,062.
During the year ended December 31, 2009, the Company sold 126,375 shares of common stock pursuant to a registered offering at $0.08 per share for total cash of $10,110.
On June 7, 2010 the Board of Directors approved and on July 26, 2010, the State of Nevada approved Cetrone Energy Company’s restated Articles of Incorporation, which increased its capitalization from 50,000,000 common shares to 200,000,000 common shares and changing the entity name to Fresh Start Private Management, Inc.
On June 7, 2010, the President of the Company agreed to redeem 1,775,000 shares of common stock, which the Company cancelled and did not hold in treasury.
On June 7, 2010 shareholders approved a forward split of its common stock at two hundred (200) shares for one (1) share of the existing shares. The number of common stock shares outstanding increased from 477,150 to 95,430,000. Prior period information has been restated to reflect the stock split.
On July 31, 2010, the Company sold 200,000 shares of common stock for $100,000 cash. As of December 31, 2010, the shares were unissued and considered subscribed.
On October 28, 2010, the Company redeemed 20,000,000 shares of stock initially issued for $2,000 in services for $2,000 in accounts payable.
The shares to be issued for the license agreementagreements listed in Note 3 were not issued as of December 31, 2010 and considered subscribed. Management expects shares to be issued in the second quarter of 2011.
Net loss per common share
Net loss per share is calculated in accordance with FASB ASC 260, “
Earnings Per Share.
” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2010 or 2009 and since inception. As of December 31, 2010 and 2009 and since inception, the Company had no dilutive potential common shares.
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended December 31, 2009 and 2008, or during the prior three years applicable under FASB ASC 740.
F-9
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. All tax returns have been appropriately filed by the Company.
|
Income tax provision at the federal statutory rate
|
35
|
%
|
||
|
Effect on operating losses
|
(35
|
%)
|
||
|
-
|
Net deferred tax assets consist of the following:
|
2010
|
2009
|
|||||||
|
Net operating loss carry forward
|
$
|
14,456
|
$
|
(6,376
|
)
|
|||
|
Valuation allowance
|
(14,456
|
)
|
6,376
|
|||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
||||
A reconciliation of income taxes computed at the statutory rate is as follows:
|
2010
|
2009
|
Since Inception
|
||||||||||
|
Tax at statutory rate (35%)
|
$
|
8,080
|
$
|
4,619
|
$
|
14,456
|
||||||
|
Increase in valuation allowance
|
(8,080
|
)
|
(4,619
|
)
|
(14,456
|
)
|
||||||
|
Net deferred tax asset
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
The Company did not pay any income taxes during the years ended December 31, 2010 or 2009.
The net federal operating loss carry forward will expire from 2028 through 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
On November 22, 2010, the Company and Fresh Start Private, Inc. entered into an “Intellectual Property License and Asset Purchase Agreement” which included an exclusive right to use the Trademark “Fresh Start Private” and
Intellectual Property, including a written program regarding alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation, technical information, and rights therein owned or licensed from a third party by such person, including, without limitation, technical data, inventions, concepts, processes, formulae, algorithms, know-how, system, apparatuses, software, designs, design elements, product features, product specifications, works of authorship, drawings, and any other technical subject matter related thereto, including all Patent Rights, copyrights, trade secrets, masks and mask works, industrial designs, domain names, secure socket layers and other intellectual property rights therein protected under the laws of any country or the world (whether or not the rights therein are currently perfected), as it relates to the business operated under (i) the Trademark and (ii) the alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation treatment and program conceived and/or business operated by the Licensor
in the Territory for (i) the operation of the Alcohol Treatment and Rehabilitation Centers and (ii) otherwise for the alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation business and industry. The term of the agreement and the license shall expire on the ninety ninth anniversary of the effective date of the agreement, subject to automatic extension unless Licensor gives written notice at least ninety days prior to the expiration date. In consideration of the license the Company gave 16,000,000 shares of common stock at the market value of $0.77 per share as of the date of the agreement. Total value of the license is recorded as $12,320,000.
F-10
FRESH START PRIVATE MANAGEMENT, INC
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
For the purposes of the Asset Purchase Agreement,
“Assets” shall mean those assets that are related to the Trademark and the Intellectual Property that are or were used or created by Licensor in its conduct of business, including all assets, rights, interests, and properties of Licensor of whatever nature, tangible or intangible, real or personal, fixed or contingent, except for the Trademark and the Intellectual Property. For all assets received , the Company paid $10.00 in cash.
The agreement is expected to be consummated in the second quarter of 2011 upon completion of audits for both companies.
F-11
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Removed and ReservedPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9a(t). Controls and ProceduresItem 9a(t)Item 9B. Other InformationPart IIIItem 10. Directors and Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesNote 1 Description Of BusinessNote 2 Summary Of Significant Accounting PrinciplesNote 3 Intangible AssetsNote 4 Capital StockNote 5 Income TaxesNote 6 Subsequent Event