These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
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[ X ]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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33-0963637
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|||
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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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3553 Camino Mira Costa, Suite E, San Clemente, California
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92672
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(Address of principal executive offices)
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(Zip Code)
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949-481-9203
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(Registrant's Telephone Number, Including Area Code)
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Securities registered under Section 12(b) of the Act:
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||||
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Title of each class registered:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Act:
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Common Stock, Par Value $.001
(Title of Class)
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Preferred Stock, Par Value $.001
(Title of Class)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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·
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In 2005 and 2006, we implemented HTML (Hypertext Markup Language) and unofficial PDF (Portable Document Format) EDGARization filing services in order to update our service offerings and improve our ability to compete with other providers of EDGARization services.
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·
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In 2007, we have been actively marketing and promoting our services to increase the number of clients that we service.
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·
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filing for EDGAR access codes;
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·
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conversion of document to EDGAR acceptable format;
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·
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client approval of EDGARized document; and
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·
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electronic filing of the document.
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·
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accept track changes;
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·
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turn off track changes;
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·
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convert auto numbers;
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·
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ensure consistent formatting of the document, such as spacing, underlines, bold, italics, paragraph justification, font size, and font type; and
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·
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copy and paste into the newly created submission information file, the main body of the document.
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·
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establish relationships with industry professionals, such as attorneys and accountants, who can refer customers to us;
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·
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utilizing direct response print advertisements placed primarily in small business, entrepreneurial, and financially-oriented magazines and special interest magazines;
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·
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attend industry tradeshows; and
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·
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initiate direct contact with potential customers.
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·
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increase our relationships with businesses, law firms and accountants;
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·
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continue and expand our website;
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·
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provide additional services for businesses and other filers; and
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·
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pursue relationships with companies that will support our business development.
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·
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failure to build brand recognition of Format;
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·
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increased competition among other EDGARizing providers;
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·
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failure to acquire, maintain and use state-of-the-art designing and computer equipment and document reformatting software;
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·
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failure or stagnation of the e-commerce industry; and
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·
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failure of clientele to use our EDGARizing services.
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·
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a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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·
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a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
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·
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a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
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·
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a toll-free telephone number for inquiries on disciplinary actions;
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·
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definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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·
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such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
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·
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the bid and offer quotations for the penny stock;
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·
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the compensation of the broker-dealer and its salesperson in the transaction;
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·
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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·
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monthly account statements showing the market value of each penny stock held in the customer’s account.
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FORMAT, INC.
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||||||||
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BALANCE SHEETS
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December 31,
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||||||||
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2009
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2008
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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||||||||
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Cash
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$ | 56,763 | $ | 2,169 | ||||
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Accounts receivable, net
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1,900 | 25,216 | ||||||
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Loan receivable, net
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- | - | ||||||
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Prepaid expense
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1,248 | - | ||||||
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Security deposit
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1,200 | 1,200 | ||||||
| Total current assets | 61,111 | 28,585 | ||||||
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PROPERTY AND EQUIPMENT, NET
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5,189 | 9,257 | ||||||
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TOTAL ASSETS
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$ | 66,300 | $ | 37,842 | ||||
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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||||||||
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CURRENT LIABILITIES
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||||||||
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Accounts payable and accrued expenses
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$ | 50,081 | $ | 72,945 | ||||
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Accrued officer compensation
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15,000 | - | ||||||
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Income taxes payable
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800 | 800 | ||||||
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Due to related party
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167,977 | 149,928 | ||||||
| Total current liabilities | 233,858 | 223,673 | ||||||
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TOTAL LIABILITIES
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233,858 | 223,673 | ||||||
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STOCKHOLDERS' (DEFICIT)
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||||||||
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Preferred stock, par value $0.001 per share, 5,000,000 shares authorized
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and 0 shares issued and outstanding
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- | - | ||||||
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Common stock, par value $0.001 per share, 50,000,000 shares authorized
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||||||||
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and 3,770,083 shares issued and outstanding
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3,770 | 3,770 | ||||||
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Additional paid-in capital
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37,809 | 37,809 | ||||||
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Accumulated deficit
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(209,137 | ) | (227,410 | ) | ||||
| Total stockholders' (deficit) | (167,558 | ) | (185,831 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$ | 66,300 | $ | 37,842 | ||||
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FORMAT, INC.
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||||||||
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STATEMENTS OF OPERATIONS
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||||||||
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Year Ended
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||||||||
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December 31,
|
||||||||
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2009
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2008
|
|||||||
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REVENUE
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$ | 98,361 | $ | 114,386 | ||||
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OPERATING EXPENSES
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||||||||
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Wages and wage related expenses
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40,927 | 58,336 | ||||||
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Professional fees
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29,150 | 27,470 | ||||||
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Rent expense
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14,488 | 15,000 | ||||||
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Bad debt expense
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10,383 | 5,997 | ||||||
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Depreciation expense
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4,068 | 5,812 | ||||||
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Other general and administrative expenses
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5,272 | 25,949 | ||||||
| Total operating expenses | 104,288 | 138,564 | ||||||
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LOSS FROM OPERATIONS
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(5,927 | ) | (24,178 | ) | ||||
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OTHER INCOME
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||||||||
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Gain on relief of indebtedness
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25,000 | - | ||||||
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INCOME (LOSS) BEFORE PROVISION
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||||||||
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FOR INCOME TAXES
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19,073 | (24,178 | ) | |||||
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Provision for income taxes
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(800 | ) | (800 | ) | ||||
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NET INCOME (LOSS)
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$ | 18,273 | $ | (24,978 | ) | |||
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NET INCOME (LOSS) PER COMMON SHARE -
|
||||||||
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BASIC AND DILUTED
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$ | 0.00 | $ | (0.01 | ) | |||
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WEIGHTED AVERAGE NUMBER OF
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||||||||
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COMMON SHARES OUTSTANDING
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3,770,083 | 3,770,083 | ||||||
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FORMAT, INC.
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||||||||||||||||||||
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STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
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||||||||||||||||||||
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Additional
|
||||||||||||||||||||
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Common Stock
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Paid-In
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Accumulated
|
||||||||||||||||||
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Shares
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Amount
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Capital
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Deficit
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Total
|
||||||||||||||||
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Balance - January 1, 2008
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3,770,083 | $ | 3,770 | $ | 37,809 | $ | (202,432 | ) | $ | (160,853 | ) | |||||||||
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Net (loss) for the year
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- | - | - | (24,978 | ) | (24,978 | ) | |||||||||||||
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Balance - December 31, 2008
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3,770,083 | 3,770 | 37,809 | (227,410 | ) | (185,831 | ) | |||||||||||||
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Net income for the year
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- | - | - | 18,273 | 18,273 | |||||||||||||||
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Balance - December 31, 2009
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3,770,083 | $ | 3,770 | $ | 37,809 | $ | (209,137 | ) | $ | (167,558 | ) | |||||||||
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FORMAT, INC.
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||||||||
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STATEMENTS OF CASH FLOWS
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||||||||
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Year Ended
|
||||||||
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December 31,
|
||||||||
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2009
|
2008
|
|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
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Net income (loss)
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$ | 18,273 | $ | (24,978 | ) | |||
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Adjustments to reconcile net income (loss) to net cash provided by
|
||||||||
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(used in) operating activities:
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||||||||
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Gain on relief of indebtedness
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(25,000 | ) | - | |||||
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Depreciation
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4,068 | 5,812 | ||||||
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Bad debt reserve
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9,375 | (11,481 | ) | |||||
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Net changes in operating assets and liabilities:
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||||||||
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Accounts receivable
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13,941 | 1,500 | ||||||
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Prepaid expenses and other current assets
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(1,248 | ) | 1,200 | |||||
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Accounts payable and accrued expenses
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2,136 | 7,033 | ||||||
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Accrued officer compensation
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15,000 | - | ||||||
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Net cash provided by (used in) operating activities
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36,545 | (20,914 | ) | |||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Advances from related party
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18,769 | 25,000 | ||||||
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Repayments to related party
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(720 | ) | (7,500 | ) | ||||
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Net cash provided by financing activities
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18,049 | 17,500 | ||||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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54,594 | (3,414 | ) | |||||
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||||||||
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
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2,169 | 5,583 | ||||||
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||||||||
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CASH AND CASH EQUIVALENTS - END OF PERIOD
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$ | 56,763 | $ | 2,169 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITY
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||||||||
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Cash paid during the year for income taxes
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$ | 800 | $ | 800 | ||||
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Cash paid during the year for interest expense
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$ | - | $ | - | ||||
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NOTE 1
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ORGANIZATION AND BASIS OF PRESENTATION
|
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NOTE 2
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
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NOTE 3
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FAIR VALUE ACCOUNTING
|
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•
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Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
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•
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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•
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Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.
|
|
December 31,
2009
|
December 31,
2008
|
|||||||||||||||
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Level
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Fair Value
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Carrying Amount
|
Fair Value
|
Carrying Amount
|
||||||||||||
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Assets
|
||||||||||||||||
|
Cash
|
1
|
$
|
56,763
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$
|
56,763
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$
|
2,169
|
$ |
2,169
|
|||||||
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Accounts receivable
|
2
|
1,900
|
1,900
|
25,216
|
25,216
|
|||||||||||
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Liabilities
|
||||||||||||||||
|
Accounts payable and accrued expenses
|
2
|
50,881
|
50,881
|
73,745
|
73,745
|
|||||||||||
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Accrued officer compensation
|
2
|
15,000
|
15,000
|
-
|
-
|
|||||||||||
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Due to related party
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2
|
167,977
|
167,977
|
149,928
|
149,928
|
|||||||||||
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NOTE 4
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LOAN RECEIVABLE
|
|
NOTE 5
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PROPERTY AND EQUIPMENT
|
|
December 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
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Office machinery and equipment
|
$ | 33,080 | $ | 33,080 | ||||
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Furniture and fixtures
|
2,011 | 2,011 | ||||||
| 35,091 | 35,091 | |||||||
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Less: Accumulated depreciation
|
(29,902 | ) | (25,834 | ) | ||||
| $ | 5,189 | $ | 9,257 | |||||
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NOTE 6
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RELATED PARTY TRANSACTIONS
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The Company’s President, who is also a stockholder, has made advances to the Company which are unsecured, non-interest bearing, and due on demand. For the years ended December 31, 2009 and 2008, the Company was advanced $18,049 and $17,500, respectively, net of repayments. The total amount due at December 31, 2009 and 2008 was $167,977 and $149,928, respectively.
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Effective July 1, 2009, the Company agreed to compensate its President $2,500 per month for services rendered, and to pay such compensation at a later date when sufficient funds are available. The accrued compensation due to the President totaled $15,000 at December 31, 2009.
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NOTE 7
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INCOME TAXES
|
|
December 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Current income tax expense
|
$ | 800 | $ | 800 | ||||
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Deferred income tax benefit
|
( 34,560 | ) | (42,720 | ) | ||||
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Change in valuation allowance
|
34,560
|
42,720 | ||||||
| $ | 800 | $ | 800 | |||||
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NOTE 8
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RELIEF OF INDEBTEDNESS
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|
·
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
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·
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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 management and our directors; and
|
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·
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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.
|
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·
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lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
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Name
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Age
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Position
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Ryan A. Neely
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38
|
president, secretary, chief financial officer, director
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Robert D. Summers
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39
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director
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Name and Principal
Position
|
Year
Ended
|
Salary
$
|
Bonus
$
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive Plan
Compensation
$
|
Nonqualified
Deferred Compensation Earnings $
|
All Other Compensation
$
|
Total
$
|
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Ryan Neely
President, Treasurer, Secretary
|
2009
|
$15,000
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0
|
0
|
0
|
0
|
0
|
0
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$15,000
|
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2008
|
$0
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0
|
0
|
0
|
0
|
0
|
0
|
$0
|
|
|
Option Awards
|
Stock Awards
|
||||||||
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Name
|
Number of Securities Underlying Unexercised Options
# Exercisable
|
# Un-
exercisable
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Options
|
Option Exercise Price
|
Option Expiration
Date
|
Number of
Shares or
Units of
Stock Not
Vested
|
Market
alue of
Shares or
Units Not
Vested
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights Not
Nested
|
Value of
Unearned Shares,
Units or
Other
Rights Not
Vested
|
|
Ryan Neely
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Name
|
Fees Earned
or Paid in
Cash
|
Stock
Awards
$
|
Option
Awards
$
|
Non-Equity
Incentive Plan
Compensation
$
|
Non-Qualified
Deferred
Compensation
Earnings
$
|
All Other
Compensation
$
|
Total
$
|
|
Ryan Neely
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Robert Summers
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Name and Address
of Beneficial Owner
|
Amount and Nature of
Beneficial Owner
|
Percent of Class
|
|
Ryan Neely
336 Plaza Estival
San Clemente, CA 92672
|
3,000,000 shares
(1)
president, secretary, chief financial
officer and a director
|
79.5%
|
|
Michelle Neely
336 Plaza Estival
San Clemente, CA 92672
|
3,000,000 shares
(1)
|
79.5%
|
|
Robert Summers
77 Pasto Rico
Rancho Santa Margarita, CA 92688
|
7,500 shares
Director
|
0.2%
|
|
All directors and named executive
officers as a group
|
3,007,500 shares
|
79.7%
|
|
·
|
disclosing such transactions in prospectuses where required;
|
|
·
|
disclosing in any and all filings with the Securities and Exchange Commission, where required;
|
|
·
|
obtaining disinterested directors consent; and
|
|
·
|
obtaining shareholder consent where required.
|
|
(a)
|
Financial Statements.
|
|
(b)
|
Exhibits required by Item 601.
|
|
Description
|
|
3.1
|
Articles of Incorporation*
|
|
3.2
|
Bylaws*
|
|
4.
|
Specimen Stock Certificate*
|
|
14.
|
Code of Ethics*
|
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
|
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
*
|
Included in Registration Statement on Form 10-SB filed on November 14, 2006.
|
|
Format, Inc.,
a Nevada corporation
|
|||
|
March 30, 2010
|
By:
|
/s/ Ryan A. Neely | |
|
Its:
|
Ryan A. Neely
President, Secretary, Treasurer and a director
(Principal Executive, Financial and Accounting Officer)
|
||
| By: |
/s/
Ryan Neely
|
|
March 30, 2010 | ||
|
Its:
|
Ryan Neely
President, Secretary, Treasurer and a director
(Principal Executive, Financial and Accounting Officer)
|
|
|
By:
|
/s/Robert Summers
|
|
March 30, 2010 | ||
|
Its:
|
Robert Summers
director
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|