UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 333-145830
No Show, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 20-3356659
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(State of incorporation) (I.R.S. Employer ID No.)
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 631-4251
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by checkmark 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. [X]
Indicate by checkmark 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.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes[X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter:
The aggregate market value of the Company's common shares of voting stock held
by non-affiliates of the Company at July 31, 2008, computed by reference to
the $0.02 Registration Statement per-share price on July 31, 2008, was
$121,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of October 14, 2008, there were 21,050,000 shares of the issuers Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 17
ITEM 3. LEGAL PROCEEDINGS 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 20
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 25
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 25
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 28
ITEM 11. EXECUTIVE COMPENSATION 32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 33
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 35
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 36
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 37
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or
belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially
from those projected or assumed in any of our forward-looking statements. Our
future financial condition and results of operations, as well as any forward-
looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:
o inability to raise additional financing for working capital and product
development;
o inability to develop and design new apparel products;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "No Show", "the Company", "we," "us," and
"our" refer to No Show, Inc.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities. We
will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at No Show, Inc., 3415 Ocatillo Mesa Way, North Las Vegas, NV
89031.
4
PART I
ITEM 1. BUSINESS
History and Organization
------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005. We
are in the business of designing and marketing women's intimate apparel.
Emphasis in the design would include using fabrics and a stitch design which
would not show through regular clothing as undergarments. Once management
designs these undergarments, clothing contract manufacturers will be
identified to replicate these garments. Management plans to market their
products through retail women's clothing stores. Activities to date have
been limited primarily to organization, initial capitalization, establishing
an appropriate operating facility in Las Vegas, Nevada, and seeking funding
to commence our operational plans.
Our Business
------------
Our business is to design and market women's intimate apparel. Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments. Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these
garments. Management believes the Company's success will be determined by its
ability to create brand awareness, acquire customers and produce its products
at a competitive price. The Company has developed a few strategies to
accomplish this goal. Management plans to shop for clothing contract
manufacturers outside of the U.S. preferably Mexico to produce its intimate
apparel garments. At this time, management has not enlisted or signed any
contract manufacturing contracts or agreements. Management has developed two
patterns for its intimate apparel garments and is now in the process of
identifying the type of fabrics to be used for its future products. The
process to identify the fabrics to be used includes the following: a)
availability of the fabric; b) cost of the fabric; c) durability; d)
moisture-wicking fabric (a moisture-wicking fabric is a fabric that pulls
moisture away from the skin to keep the body dry, as compared to a natural
fiber like cotton that retains moisture; e) comfortable; f) a fabric which
will allow invisible seams; and g) a machine washable fabric. Until we can
identify and source the fabric to be used in our garments, it would be
difficult to predict a price point for our product(s).
In an effort to identify a source to supply a fabric which meets this
criteria, management has been requesting sample material (known in the
industry as a "swatches") and prices from various suppliers in the U.S.,
China and Mexico. The suppliers contacted have not been responsive, as they
recognize that No Show is a start-up company with no operating history.
Management is determined to find a supplier that would be willing to work
with the Company. The search for suppliers has been made utilizing the
internet and the Thomas Register Directory (an industry source book).
5
Management recognizes that the retail price point must be competitive in
order to sell product, it is for this reason that the fabric selection
process has taken so long to complete.
With our limited resources, management does not plan on hiring subcontractors
or consultants to help design more intimate apparel clothing patterns. Our
management will undertake this responsibility.
Marketing Plan
--------------
Since we are based in Las Vegas, Nevada, the initial marketing of our
products will be directed towards specialty boutique stores in Las Vegas,
Nevada, and stores located in the Las Vegas casinos. Initially, management
will undertake the responsibility of knocking-on-doors to promote its
intimate apparel line. Management will be responsible for developing sales
brochures for our product line.
In order to build distribution for our intimate apparel line, management
would consider placing product on consignment with local retailers. In this
sense, the local retailers would not need to purchase inventory of a new
line, which may or might not sell. Under this arrangement, when a retailer
sells our merchandise to the customer, the retailer becomes obligated to pay
us from the proceeds of the sale. If the product does not sell, the retailer
can return the product to us without incurring the cost of purchasing the
merchandise out of their own funds. This method of distribution may be
needed to help us build brand awareness. We do not expect that each store
would stock more than six items, per size, in inventory. Therefore, if we
used the consignment method to obtain initial distribution, we would limit
our costs of providing inventory by limiting the number of stores, and the
amount of merchandise to be carried by each store.
If this method of distribution becomes successful, and our products are
accepted by the consumers, management will hire manufacturing sale
representatives who will market the products to larger retailer outlets in
other geographic locations in the U.S.
The Industry
------------
The apparel industry is highly cyclical and heavily dependent upon the
overall level of consumer spending. Purchases of apparel and related goods
tend to be highly correlated with changes in the disposable income of
consumers. Consumer spending is dependent on a number of factors, including
actual and perceived economic conditions affecting disposable consumer income
(such as unemployment, wages and salaries), business conditions, interest
rates, availability of credit and tax rates in the general economy and in the
international, regional and local markets where our products are sold. As a
result, any deterioration in general economic conditions, reductions in the
level of consumer spending or increases in interest rates in any of the
regions in which we compete could adversely affect the sales of our products.
6
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on the Company's future financial
condition and results of operations.
Competition
-----------
The intimate apparel industry is highly competitive. Competition is
generally based upon product quality, brand name recognition, price,
selection, service and purchasing convenience. Both branded and private label
manufacturers compete in the intimate apparel industry. Major competitors
include: Gap, Inc., Jockey International, Inc., Kellwood Company, the Lane
Bryant division of Charming Shoppes, Inc., Maidenform Brands, Inc., Sara Lee
Corporation, Triumph International, VF Corporation, the Victoria's Secret
division of Limited Brands, Inc., Wacoal Corp. and The Warnaco Group, Inc.
Because of the highly fragmented nature of the balance of the industry, both
domestically and internationally, the Company will also compete with many
small manufacturers and retailers. Additionally, department stores,
specialty stores and other retailers, have significant private label product
offerings that would compete with No Show, Inc. The Company might not be
able to compete successfully with these competitors in the future. If No
Show fails to compete successfully, its potential tiny market share and
results of operations would be materially and adversely affected.
Most all of our competitors have significantly greater financial, marketing
and other resources, broader product lines outside of intimate apparel and
larger customer bases than we have and are less financially leveraged than we
are. As a result, these competitors may be able to: adapt to changes in
customer requirements more quickly; introduce new and more innovative
products more quickly; better adapt to downturns in the economy or other
decreases in sales; better withstand pressure to accept customer returns of
their products or reductions in inventory levels carried by our customers;
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; adopt more
aggressive pricing policies and provide greater contributions to retailer
price markdowns.
No Show's Funding Requirements
------------------------------
No Show does not have the required capital or funding to produce any intimate
apparel products. Management anticipates No Show will require at least
$500,000 to complete to perform the design and marketing of its proposed
intimate apparel product. The Company has been seeking funding from a number
of sources, but has yet to secure any funding. Management continues to seek
different funding sources in order to initiate its business plan.
7
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
We currently have no pending or provisional patents or trademark
applications.
Research and Development Activities and Costs
We have not incurred any research and development costs for our proposed
intimate apparel product(s), as we lack funding to do so.
Compliance With Environmental Laws
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
Employees
---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our officer/director on a voluntary basis, without compensation. We have no
intention of hiring employees until the business has been successfully
launched and we have sufficient, reliable revenue from our operations.
8
Item 1A. Risk Factors.
Risk Factors Relating to Our Financial Condition
1. If we do not obtain additional financing, our business will fail.
The Company needs additional capital in order to expand its operations. The
Company business plan is to design and market women's intimate apparel.
These plans will require additional capital. This need for additional funds
will be derived somewhat from internal revenues and earnings, however, the
vast majority will be received from future stock offerings. These future
offerings could significantly dilute the value of any previous investor's
investment value.
2. We have yet to attain profitable operations and because we will need
additional financing to fund our business activities, our accountants believe
there is substantial doubt about the company's ability to continue as a going
concern.
The Company has prepared audited financial statements as of July 31, 2008
reporting that the Company is in its developmental stages. Its ability to
continue to operate as a going concern is fully dependent upon the Company
obtaining sufficient financing to continue its development and operational
activities. The ability to achieve profitable operations is in direct
correlation to the Company's ability to raise sufficient financing.
Accordingly, management believes the Company's continued existence, future
expansion, and ultimate profitability is fully dependent upon raising
sufficient proceeds from this offering. It is important to note that even if
the appropriate financing is received, there is no guarantee that the Company
will ever be able to operate profitably or derive any significant revenues
from its operation. The Company needs to raise additional financing to fully
implement its entire business plan.
9
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next six (6) to twelve (12) months.
There is no guarantee that the Company will ever operate profitably or even
receive positive cash flows from full operations.
RISK FACTORS RELATING TO OUR COMPANY
3. Our officer has no experience in operating an operational company with a
business plan, and has no experience in evaluating the success of future
products.
Our executive officer has no experience in operating an operational company
with a business plan. Her history includes forming two blank check companies
that had no specific business plan other to merger with an operational
company. Due to her lack of experience, our executive officer may make wrong
decisions and choices regarding selection of products to pursue on behalf of
the Company. Consequently, our Company may suffer irreparable harm due to
management's lack of experience in this industry. As a result we may have to
suspend or cease operations, which will result in the loss of your
investment.
4. Our products are unproven, and we may not be successful in marketing
our products.
The marketing of apparel products is highly competitive, and subject to rapid
change. We do not have the resources to compete with larger companies or
companies who have design capabilities or distribution channels superior to
ours. With the minimal resources we have available, the selection of
products to market becomes very limited. Competition by existing and future
competitors could result in our inability to secure any innovative products.
This competition from other entities with greater resources and reputations
may result in our failure to maintain or expand our business as we may never
be able to successfully execute our business plan. Further, No Show cannot
be assured that it will be able to compete successfully against present or
future competitors or that the competitive pressure it may face will not
force it to cease operations.
5. Because we are a development stage company, we have generated no revenues
and lack an operating history, an investment in the shares offered herein is
highly risky and could result in a complete loss of your investment if we are
unsuccessful in our business plan.
The Company has limited operating history and must be considered to be a
developmental stage company. Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all of
the risks inherent in any new business and especially with a developmental
stage company. These risks include, but are not limited to, competition, the
absence of an operating history, the need for additional working capital, and
the possible inability to adapt to various economic changes inherent in a
market economy. The likelihood of success of the Company must be considered
in light of these problems, expenses that are frequently incurred in the
operation of a new business and the competitive environment in which the
Company will be operating.
10
6. If our business plan is not successful, we may not be able to continue
operations as a going concern and our stockholders may lose their entire
investment in us.
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
7. We face strong and varied competition from many larger companies who
produce similar products to us.
In the US area, there are many larger companies who produce similar products
which No Show, Inc. plans to produce. The competition includes larger
companies, such as, Gap, Inc., Jockey International, Inc., Kellwood Company,
the Lane Bryant division of Charming Shoppes, Inc., Sara Lee Corporation,
Maidenform Brands, Inc. Triumph International, VF Corporation, the Victoria's
Secret division of Limited Brands, Inc., Wacoal Corp. and The Warnaco Group,
Inc.. These companies are better funded and more established than No Show,
Inc.
8. We may not be able to find suitable employees, who can help us move our
business forward.
The Company currently relies heavily upon the services and expertise of
Doreen Zimmerman. In order to implement the aggressive business plan of the
Company, management recognizes that additional clerical staff will be
required. The sole officer is the only personnel at the outset of
operations. The sole officer can manage the office functions and bookkeeping
services until the Company can generate enough revenues to hire additional
staff.
No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.
9. We may not ever pay cash dividends if we are unable to generate profits
in the future.
The Company has not paid any cash dividends on the Common Shares to date, and
there can be no guarantee that the Company will be able to pay cash dividends
on the Common Shares in the foreseeable future. Initial earnings that the
Company may realize, if any, will be retained to finance the growth of the
Company. Any future dividends, of which there can be no guarantee, will be
directly dependent upon earnings of the Company, its financial requirements
and other factors that are not determined. (See "CAPITALIZATION")
11
10. We are subject to various laws and regulations where we plan operate our
business.
We are subject to federal, state and local laws and regulations affecting our
business, including those promulgated under the Consumer Product Safety Act,
the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the
rules and regulations of the Consumer Products Safety Commission as well as
environmental laws and regulations. This means we may be required to make
significant expenditures to comply with governmental laws and regulations,
including labeling laws and privacy laws, compliance with which may require
significant additional expense. Complying with existing or future laws or
regulations may materially limit our business and increase our costs.
Failure to comply with such laws may expose us to potential liability and
have a material adverse effect on our results of operations.
11. The intimate apparel industry is subject to pricing pressures that may
cause us to reduce the future gross margins for our products.
Average prices in the intimate apparel industry have been declining over the
past several years, primarily as a result of the growth of the mass merchant
channel of distribution, increased competition, consolidation in the retail
industry and a promotional retail environment.
To be competitive, we will be required to adjust our prices in response to
these industry-wide pricing pressures. Many of our competitors source their
product requirements, from lesser-developed countries to achieve lower
operating costs. Our competitors may possibly source from regions with lower
costs than those of our sourcing partners and those competitors may apply
such additional cost savings to further reduce prices.
Moreover, increased customer demands for markdown allowances, incentives and
other forms of economic support reduce our gross margins and affect our
profitability. Our financial performance may be negatively affected by these
pricing pressures if we are forced to reduce our prices without being able to
correspondingly reduce our costs for finished goods or if our costs for
finished goods increase and we cannot increase our prices.
12. We may not be able to keep pace with constantly changing fashion trends,
and if we misjudge consumer preferences, the image of one or more of our
brands may suffer and the demand for our products may decrease.
Our success will depend, in part, on management's ability to anticipate and
respond effectively to rapidly changing fashion trends and consumer tastes
and to translate market trends into appropriate, saleable product offerings.
If we are unable successfully to anticipate, identify or react to changing
styles or trends and misjudge the market for our products or any new product
lines, our sales may be lower and we may be faced with a significant amount
of unsold finished goods inventory. In response, we may be forced to increase
our marketing promotions, to provide markdown allowances to our customers, or
to liquidate excess merchandise, any of which could have a material adverse
effect on our net sales and profitability. Our brand image may also suffer if
customers believe that we are no longer able to offer innovative products,
respond to the latest fashion trends or maintain the quality of our products.
12
Even if we are able to anticipate and respond effectively to changing fashion
trends and consumer preferences, our competitors may quickly duplicate or
imitate one or more aspects of our products, promotions, advertising, brand
image and business processes, whether or not they are protected under
applicable intellectual property law, which may materially reduce our sales
and profitability.
13. The loss of one or more of our future suppliers of finished goods or raw
materials may interrupt our supplies.
We plan to purchase intimate apparel designed by us from a limited number of
third-party manufacturers. We do not have any material or long-term
contracts with any of our suppliers. Furthermore, our finished goods
suppliers also purchase the fabrics and accessories used in our products from
a limited number of suppliers. The loss of one or more of these vendors
could interrupt our supply chain and impact our ability to deliver products
to our customers, which would have a material adverse effect on our net sales
and profitability.
14. Increases in the price of raw materials used to manufacture our products
could materially increase our costs and decrease our profitability.
The principal fabrics used in our business are made from cotton, synthetic
fabrics and cotton-synthetic blends. The prices for these fabrics are
dependent on the market price for the raw materials used to produce them,
primarily cotton and chemical components of synthetic fabrics, and there can
be no assurance that prices for these and other raw materials will not
increase in the near future.
These raw materials are subject to price volatility caused by weather, supply
conditions, power outages, government regulations, economic climate and other
unpredictable factors. Fluctuations in crude oil or petroleum prices may
also influence the prices of related items such as chemicals, dyestuffs, man-
made fiber and foam. Any raw material price increase would increase our cost
of sales and decrease our profitability unless we are able to pass higher
prices on to our customers. In addition, if one or more of our competitors is
able to reduce its production costs by taking advantage of any reductions in
raw material prices or favorable sourcing agreements, we may face pricing
pressures from those competitors and may be forced to reduce our prices or
face a decline in net sales, either of which could have a material and
adverse effect on our business, results of operations and financial
condition.
13
15. The worldwide apparel industry is heavily influenced by general economic
conditions.
The apparel industry is highly cyclical and heavily dependent upon the
overall level of consumer spending. Purchases of apparel and related goods
tend to be highly correlated with changes in the disposable income of
consumers. Consumer spending is dependent on a number of factors, including
actual and perceived economic conditions affecting disposable consumer income
(such as unemployment, wages and salaries), business conditions, interest
rates, availability of credit and tax rates in the general economy and in the
international, regional and local markets where our products are sold. As a
result, any deterioration in general economic conditions, reductions in the
level of consumer spending or increases in interest rates could adversely
affect the future sales of our products.
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on our financial condition and results
of operations.
16. Our principal stockholder, officer and director owns a controlling
interest in our voting stock and investors will not have any voice in our
management, which could result in decisions adverse to our general
shareholders.
Our officer and our principal stockholder, in the aggregate, beneficially own
approximately or have the right to vote approximately 71.2% of our
outstanding common stock. As a result, these two stockholders, acting
together, will have the ability to control substantially all matters
submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
14
RISK FACTORS RELATING TO OUR COMMON SHARES
17. We may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on any trading market for our common stock.
18. Our common shares are subject to the "Penny Stock" Rules of the SEC and
the trading market in our securities is limited, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (a) that a broker or dealer approve a person's
account for transactions in penny stocks; and (b) the broker or dealer
receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
15
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
19. Although our stock is listed on the OTC-BB, a trading market has not
develop, purchasers of our securities may have difficulty selling their
shares.
There is currently no active trading market in our securities and there are
no assurance that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares in our Company. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all.
20. Because we do not intend to pay any cash dividends on our common stock,
our stockholders will not be able to receive a return on their shares unless
they sell them.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
22. No Show may issue shares of preferred stock in the future that may
adversely impact shareholder rights as holders of the Company's common stock.
The board of directors has the authority to fix and determine the relative
rights and preferences of preferred shares, as well as the authority to issue
such shares, without further stockholder approval. As a result, the board of
directors could authorize the issuance of a series of preferred stock that
would grant to holders preferred rights to its assets upon liquidation, the
right to receive dividends before dividends are declared to holders of No
Show's common stock, and the right to the redemption of such preferred
shares, together with a premium, prior to the redemption of the common stock.
To the extent that No Show does issue such additional shares of preferred
stock, the shareholders rights as holders of common stock could be impaired
thereby, including, without limitation, dilution of shareholder ownership
interests in No Show. In addition, shares of preferred stock could be issued
with terms calculated to delay or prevent a change in control or make removal
of management more difficult, which may not be in the best interest as
holders of common stock.
16
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 3415 Ocatillo Mesa Way, North Las
Vegas, NV 89031. There is no charge to us for the space. Our officer will
not seek reimbursement for past office expenses. We believe our current
office space is adequate for our immediate needs; however, as our operations
expand, we may need to locate and secure additional office space.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
17
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
No Show, Inc. Common Stock, $0.001 par value, is traded on the OTC-
Bulletin Board under the symbol: NOSH. The stock was cleared for trading on
the OTC-Bulletin Board on April 11, 2008.
Since the Company has been cleared for trading, through July 31, 2008,
there have been no trades of the Company's stock. There are no assurances
that a market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of September 19, 2008, there were approximately 37 holders of record of
our Common Stock and 21,050,000 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
Recent Sales of Unregistered Securities
On August 23, 2005 (inception), we issued 30,000, par value $0.001 common
shares of stock for cash to the Company's founder for $3,000 cash. These
shares were subsequently cancelled on September 30, 2006.
18
In May, 2006, the Company issued 50,000 shares of its $0.001 par value common
stock to approximately 35 investors for cash of $10,000 (net of offering
costs). The Company, was issued a permit to sell securities to the public in
the State of Nevada in November, 2005, pursuant to Nevada Revised Statutes
Chapter 90.490. This offering was made in reliance upon an exemption from
the registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504 of the Act. The State Permit
allowed the Company to engage in general solicitation in the State of
Nevada. All of the purchasers were either Nevada residents or Nevada
corporations, and one entity is domiciled in both Nevada and Minnesota.
Under Nevada State permit rules, the purchasers were not required to be
accredited investors.
In September, 2006, we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with six
accredited individuals. The shares were issued in reliance upon an exemption
from registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder as a transaction not involving a public
offering. We filed a Form D with the SEC on our about September 30, 2006.
The six investors purchased 6,000,000 common shares, at par value $0.001 for
$6,000 cash. Four of the accredited individuals are residents of Nevada, two
are domiciled in Florida.
In May, 2007, we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with a
group of accredited individuals. The shares were issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering. We filed a Form D with the SEC on our about May
31, 2007. The investors purchased 15,000,000 common shares, at par value
$0.001 for $15,000 cash. There has been no other issuance of shares since
our inception on August 23, 2005.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
July 31, 2008 or 2007.
Item 6. Selected Financial Data.
Not applicable.
19
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005. We
are in the business of designing and marketing women's intimate apparel.
Emphasis in the design would include using fabrics and a stitch design which
would not show through regular clothing as undergarments. Once management
designs these undergarments, clothing contract manufacturers will be
identified to replicate these garments. Management plans to market their
products through retail women's clothing stores. Activities to date have
been limited primarily to organization, initial capitalization, establishing
an appropriate operating facility in Las Vegas, Nevada, and seeking funding
to commence our operational plans.
No Show does not have the required capital or funding to produce any intimate
apparel products. Management anticipates No Show will require at least
$500,000 to complete to perform the design and marketing of its proposed
intimate apparel product. The Company has been seeking funding from a number
of sources, but has yet to secure any funding. Management continues to seek
different funding sources in order to initiate its business plan.
Results of Operations for the year ended July 31, 2008
------------------------------------------------------
We earned no revenues since our inception on August 23, 2005through July 31,
2008. We do not anticipate earning any significant revenues until such time
as we can bring to the market intimate apparel product(s). We are presently
in the development stage of our business and we can provide no assurance that
we will be successful in developing any intimate apparel products.
For the period inception through July 31, 2008, we generated no income.
Since our inception on August 23, 2005, we experienced a net loss of
$(33,816). Our loss was attributed to organizational expenses and keeping
our company fully reporting with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our operating expenses will increase
as we enhance our operations.
Revenues
--------
We generated no revenues for the period from August 23, 2005 (inception)
through July 31, 2008. We do not anticipate generating any revenues until we
can obtain financing to commence our intimate apparel operations.
20
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
Our business is to design and market women's intimate apparel. Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments. Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these
garments. Management believes the Company's success will be determined by its
ability to create brand awareness, acquire customers and produce its products
at a competitive price. The Company has developed a few strategies to
accomplish this goal. Management plans to shop for clothing contract
manufacturers outside of the U.S. preferably Mexico to produce its intimate
apparel garments.
At this time, management has not enlisted or signed any contract
manufacturing contracts or agreements. Management has developed two patterns
for its intimate apparel garments and is now in the process of identifying
the type of fabrics to be used for its future products. The process to
identify the fabrics to be used includes the following: a) availability of
the fabric; b) cost of the fabric; c) durability; d) moisture-wicking fabric
(a moisture-wicking fabric is a fabric that pulls moisture away from the skin
to keep the body dry, as compared to a natural fiber like cotton that retains
moisture; e) comfortable; f) a fabric which will allow invisible seams; and
g) a machine washable fabric.
Expected purchase or sale of plant and significant equipment
------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of July 31, 2008, we did not have any employees. We are dependent upon
our sole officer and a director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
21
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of July 31, 2008 reflects assets of $1,934 and $1,750 in
current liabilities. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to
date. Notwithstanding, we anticipate generating losses and therefore we may
be unable to continue operations in the future. We anticipate we will
require additional capital up to approximately $500,000 and we would have to
issue debt or equity or enter into a strategic arrangement with a third
party. We intend to try and raise capital through a private offering after
this registration statement is declared effective and our shares are quoted
on the Over the Counter Bulletin Board. There can be no assurance that
additional capital will be available to us and there can be no assurance that
our shares will be quoted on the Over the Counter Bulletin Board. We
currently have no agreements, arrangements or understandings with any person
to obtain funds through bank loans, lines of credit or any other sources.
Future Financings
-----------------
We anticipate the sale of our common shares in order to continue to fund our
business operations. Issuances of additional shares will result in dilution
to our existing shareholders. There is no assurance that we will achieve any
of additional sales of our equity securities or arrange for debt or other
financing to fund our exploration and development activities.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended July 31, 2008. The
Company has no employment agreements in place with its officers.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
22
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence of
an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectibility is reasonably assured.
New Accounting Standards
------------------------
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, Fair Value Measurements, ("SFAS 157"). SFAS 157 provides a
framework for measuring fair value when such measurements are used for
accounting purposes. The framework focuses on an exit price in the principal
(or, alternatively, the most advantageous) market accessible in an orderly
transaction between willing market participants. SFAS 157 establishes a
three-tiered fair value hierarchy with Level 1 representing quoted prices for
identical assets or liabilities in an active market and Level 3 representing
estimated values based on unobservable inputs. Under SFAS 157, related
disclosures are segregated for assets and liabilities measured at fair value
based on the level used within the hierarchy to determine their fair values.
We anticipate adopting SFAS 157 on its effective date of January 1, 2008 and
the financial impact, if any, upon adoption has not yet been determined.
In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of FASB Statement No. 115, ("SFAS 159").
SFAS 159 permits fair value accounting to be irrevocably elected for certain
financial assets and liabilities on an individual contract basis at the time
of acquisition or at a remeasurement event date. Upon adoption of SFAS 159,
fair value accounting may also be elected for existing financial assets and
liabilities. For those instruments for which fair value accounting is
elected, changes in fair value will be recognized in earnings and fees and
costs associated with origination or acquisition will be recognized as
incurred rather than deferred. SFAS 159 is effective January 1, 2008, with
early adoption permitted as of January 1, 2007. We anticipate adopting SFAS
159 concurrent with the adoption of SFAS 157 on January 1, 2008, but have not
yet determined the financial impact, if any, upon adoption.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
23
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
24
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
No Show, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of No Show, Inc. (A
Development Stage Company) as of July 31, 2008 and July 31, 2007, and the
related statements of operations, stockholders' equity and cash flows for
the years ended July 31, 2008, July 31, 2007 and since inception on August 23,
2005 through July 31, 2008. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of No Show, Inc. (A
Development Stage Company) as of July 31, 2008 and July 31, 2007, and the
related statements of operations, stockholders' equity and cash flows for
the years ended July 31, 2008, July 31, 2007 and since inception on August
23, 2005 through July 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has no current source of revenue and has
incurred losses of $33,816 as of July 31, 2008, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Moore & Associates, Chartered
---------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
September 16, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
No Show, Inc.
(a development stage company)
Balance Sheets
Balance Sheets
July 31, July 31,
2008 2007
----------- -------------
ASSETS
Current Assets:
Cash $ - $ -
Funds held in escrow 1,934 15,000
----------- -------------
Total current assets 1,934 15,000
----------- -------------
TOTAL ASSETS $ 1,934 $ 15,000
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 1,750 -
----------- -------------
Total current liabilities 1,750 -
----------- -------------
Stockholder's Equity:
Common Stock, $0.001 par value, 75,000,000
shares authorized, 21,050,000, 21,050,000
shares issued and outstanding as of
7/31/08 and 7/31/07, respectively 21,050 21,050
Additional paid-in capital 12,950 12,950
Earnings (Deficit) accumulated during
development stage (33,816) (19,000)
----------- -------------
Total stockholders' equity 184 15,000
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,934 $ 15,000
=========== =============
The accompanying notes are an integral part of these financial statements.
F-2
No Show, Inc.
(a development stage company)
Statements of Operations
Statements of Operations
For the For the From
year year August 23, 2005
ended ended (Inception) to
July 31, July 31, July 31,
2008 2007 2008
------------- ------------- ---------------
Revenue $ - $ - $ -
------------- ------------- ---------------
Expenses:
General and administrative
expenses 14,816 16,130 33,816
------------- ------------- ---------------
Total expenses 14,816 16,130 33,816
------------- ------------- ---------------
Net loss before income taxes (14,816) (16,130) (33,816)
Income tax expense - - -
------------- ------------- ---------------
Net income (loss) $ (14,816) $ (16,130) $ (33,816)
============= ============= ===============
Net (loss) per
share - basic
and fully
diluted $ (0.00) $ (0.00)
============= =============
Weighted average
number of
common shares
outstanding -
basic and fully
diluted 21,050,000 7,554,110
============= =============
The accompanying notes are an integral part of these financial statements.
F-3
No Show, Inc.
(a development stage company)
Statements of Stockholders' Equity
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- --------- ----------- -------------
Officer donated capital $ - $ 3,000 $ - $ 3,000
May 2006
Common stock issued
for cash pursuant
to Rule 504
offering 50,000 50 9,950 - 10,000
Net (loss) for the
year ended
July 31, 2006 - - - (2,870) (2,710)
---------- ------- --------- ----------- -------------
Balance
July 31, 2006 50,000 50 12,950 (2,870) 10,130
September 2006
Common stock issued
for cash pursuant
to Rule 506
offering 6,000,000 6,000 6,000
May 2007
Common stock issued
for cash pursuant
to Rule 506
offering 15,000,000 15,000 15,000
Net (loss) for the
year ended
July 31, 2007 (16,130) (16,130)
---------- ------- --------- ----------- --------------
Balance,
July 31, 2007 21,050,000 $21,050 $ 12,950 $ (19,000) $ 15,000
Net (loss) for the
year ended
July 31, 2008 (14,816) (14,816)
---------- ------- --------- ----------- --------------
Balance,
July 31, 2008 21,050,000 $21,050 $ 12,950 $ (33,816) $ 184
========== ======= ========= =========== ==============
The accompanying notes are an integral part of these financial statements.
F-4
No Show, Inc.
(a development stage company)
Statements of Cash Flows
Statements of Cash Flows
For the For the From
year year August 23, 2005
ended ended (Inception) to
July 31, July 31, July 31,
2008 2007 2008
------------- ------------- ---------------
Operating activities:
Net income (loss) $ (14,816) $ (16,130) $ (33,816)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Increase in accounts payable 1,750 - 1,750
------------- ------------- ---------------
Net cash (used) from operating
activities (13,066) (16,130) (32,066)
Financing activities:
Issuances of common stock - 21,000 31,000
Officer donated capital - - 3,000
------------- ------------- ---------------
Net cash provided from financing
activities - 21,000 34,000
Net increase (decrease) in
cash (13,066) 4,870 1,934
Cash and
equivalents-
beginning 15,000 10,130 -
------------- ------------- ---------------
Cash and
equivalents-
ending $ 1,934 $ 15,000 $ 1,934
============= ============= ===============
Supplemental disclosures:
Interest paid $ - $ - $ -
============= ============= ===============
Income taxes paid $ - $ - $ -
============= ============= ===============
Non-cash transactions $ - $ - $ -
============= ============= ===============
The accompanying notes are an integral part of these financial statements.
F-5
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
No Show, Inc. ("the Company") was incorporated under the Laws of the state of
Nevada on August 23, 2005. The Company has been in the development stage since
inception and has had limited operations to date. On November 17, 2006, the
Company filed Articles of Merger with BioSecurity Technologies, Inc., a Nevada
corporation. Both BioSecurity and No Show, Inc. agreed that this merger should
not have taken place, and on January 17, 2007, the Company filed a Certificate
of Correction the Nevada Secretary of State to return both companies to their
pre-Merger separate corporation status.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has cash assets of $1,934 and liabilities of $1,750 as of
July 31, 2008. The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is
the basic weighted number of shares adjusted as of the first of the year for
any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception and therefore has no potentially dilutive securities.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the period shown.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected July 31 as its year-end.
F-6
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES-CONTINUED
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising
during the period.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However the Company has no current source of revenue, and has
incurred losses of $33,816 to date. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
It is management's plan to continue executing the company's business plan in
order to supply the needed cash flow.
NOTE 4. STOCKHOLDERS'EQUITY
Common Stock
------------
On July 31, 2006, the Company issued 50,000 shares of its $0.001 par value
common stock pursuant to a regulation 504 offering.
On September 30, 2006, the Company issued 6,000,000 shares of its $0.001 par
value common stock pursuant to a regulation 506 offering.
On July 31, 2007, the Company issued 15,000,000 shares of its $0.001 par value
common stock pursuant to a regulation 506 offering.
There have been no other issuances of common stock.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
F-7
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 6. PROVISION FOR INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. REVENUE AND EXPENSES
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services. Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been rendered;
3) our price to our customer is fixed or determinable; and 4) collectibility
is reasonably assured. For the period from August 23, 2005 (inception) to
July 31, 2008, the Company has not recognized any revenues.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no assets or lease obligations.
F-8
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 9 RECENT PRONOUNCEMENTS
Statement No. 150
Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity
This Statement establishes standards for how a issuer classifies and measures
certain financial instrument with characteristics of both liabilities and
equity.
Statement No. 151
Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)
This statement amends the guidance in ARB No. 43, Chapter 4. "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). Paragraph 5
of ARB 43, Chapter 4. previously stated that "...under some circumstances,
items such as idle facility expense, excessive spoilage, double freight and
re-handling costs may be so abnormal ass to require treatment as current
period charges...." This Statement requites that those items be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal." In addition, this Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal
capacity of the production facilities.
Statement No. 152
Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB
States No. 66 and 67.
This Statement amends FASB Statement No. 66, Accounting fttr Sales oj'Real
Estate, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-2, Accounting f.r Real Estate Tine-Sharing Transactions.
This Statement also amends FASB Statement No. 67, Accounting fttr Costs and
Initial Rental Operations of Real Estate Projects, to state that the guidance
for (a) incidental operations and (b) costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2.
F-9
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 9 - RECENT PRONOUNCEMENTS (CONTINUED)
Statement No. 153
Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29
The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions,
is based on the principle that exchanges of non-monetary assets should be
measured based on the fair value of the assets exchanged. The guidance in
that Opinion, however, included certain exceptions to the principle. This
Statement amends Opinion 29 to eliminate the exception for non-monetary
exchanges of similar productive assets and replaces it with a general
exception for exchanges of non-monetary assets that do not have commercial
substance. A non-monetary exchange has commercial substance if the
SFAS NO. 154 Accounting Changes and Correction of Errors,
Supercedes APB No. 20, This statement requires that changes in accounting
principles be applied retrospectively for all prior periods shown, including
interim periods. The effective date is for fiscal years beginning after
December 15, 2005.
SFAS NO. 155 Accounting for Certain Hybrid Financial Instruments-an amendment
of FASB Statements No. 133 and 140
This statement amends FASB Statements No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
statement resolves issues addressed in Statement 133 Implementation Issue No.
D1, Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets. This statement is effective for all financial instruments
acquired or issued after the beginning of an entity's first fiscal year that
begins after September 15, 2006.
SFAS NO. 156 Accounting for Servicing of Financial Assets-an amendment of
FASB Statement No. 140
This statement amends FASB Statement No. 140 with respect to the accounting
for separately recognized servicing liabilities. An entity should adopt this
statement as of the beginning, of its first fiscal year that begins after
September 15, 2006.
F-10
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 9 - RECENT PRONOUNCEMENTS (CONTINUED)
SFAS NO. 157 Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by
providing, a fair value hierarchy used to classify the source of the
information. This statement is effective for us beginning May 1, 2008.
SFAS NO. 158 Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and
132(R))
This statement improves the financial reporting by requiring an employer to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or
liabilities in its statement of financial positions and to recognize changes
in that funded status in the year in which the changes occur through
comprehensive income of a business entity. This statement also improves
financial reporting by requiring an employer to measure the funded status of
a plan as of the date of its year-end statement of financial position, with
limited exceptions.
SFAS NO. 159 The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FAS B Statement No. 115
This statement permits entities to choose to measure many financial
instruments and certain items at fair value. The objective is to improve the
financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This statement is expected to expand the
use of fair value measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of an entity's
first fiscal year that begins after November 15, 2007.
F-11
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 9 - RECENT PRONOUNCEMENTS (CONTINUED)
SFAS No. 160 Non-controlling Interest in Consolidated Financial Statements-an
amendment of ARB No.51
This statement amends ARB 51 to establish accounting and reporting standards
for the non-controlling interest in a subsidiary and for the deconsolidation
of a subsidiary. It also changes the way the consolidated income statement is
presented for non-controlling interest. This statement improves comparability
by eliminating diversity of methods. This statement also requires expanded
disclosure.
SFAS No. 161 This statement is intended to enhance the disclosure
requirements for derivative instruments and hedging activities as required by
SFAS 133.
SFAS 162 This statement indentifies the sources of accounting principles and
the framework for-selecting the principles to by used in the preparation of
financial statements for entities that are presented in conformity with
generally accepted accounting principles in the United States, (the GAAP
hierarchy).
FIN No. 48
In June 2006, the FASB issued Interpretation No. 48 ("FIN No. 48"),
Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109. which clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in accordance with
SFAS No. 109, Accounting.tor Income Taxes. The Interpretation provides a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken
in a tax return. Under FIN No. 48, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the
largest benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement. FIN No. 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN No. 48 is effective for us beginning July 1,
2007.
F-12
NO SHOW, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2008
NOTE 9 - RECENT PRONOUNCEMENTS (CONTINUED)
In June 2006. the FASB ratified the Emerging Issues Task Force ("EITF")
consensus on EITF Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43." EITF Issue No. 06-2
requires companies to accrue the costs of compensated absences under a
sabbatical or similar benefit arrangement over the requisite service period.
EITF Issue No. 06-2 is effective for us beginning July 1, 2007. The
cumulative effect of the application of this consensus on prior period
results should be recognized through a cumulative-effect adjustment to
retained earnings as of the beginning of the year of adoption. Elective
retrospective application is also permitted.
Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108
requires companies to quantify misstatements using both a balance sheet (iron
curtain) and an income statement (rollover) approach to evaluate whether
either approach results in an error that is material in light of relevant
quantitative and qualitative factors, and provides for a one-time cumulative
effect transition adjustment. SAB No. 108.
The FAS B has replaced SFAS No. 141 with a new statement on Business
Combinations that changes the way that minority interest is recorded and
modified as a parent's interest in a subsidiary changes.
F-13
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive
officer and chief financial officer initially concluded that our disclosure
controls and procedures were not effective.
Management's Report On Internal Control Over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
25
- Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's 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. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of July 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of July 31, 2008.
26
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this annual report.
Management's Remediation Initiatives
------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by July 31, 2009. Additionally, we plan to test our
updated controls and remediate our deficiencies by July 31, 2009.
Changes in internal controls over financial reporting
-----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
27
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our current
directors and executive officers. Our executive officers serve one-year
terms.
Name Age Positions and Offices Held
------------------ --- --------------------------
Doreen E. Zimmerman 49 President and Director
The business address for our officers/directors is: c/o No Show, Inc.,
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031, and our telephone number
at this address is (702) 277-7366.
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Doreen E. Zimmerman, President and Director
-------------------------------------------
Mrs. Zimmerman has served as the Company's director, president, and secretary
since May, 2007, and will serve on the board until the next annual
shareholders' meeting of the Company or until a successor is elected. There
are no agreements or understandings for the officer and director to resign at
the request of another person, and the above-named officer and director is
not acting on behalf of, nor will act at the direction of, any other person.
Mrs. Zimmerman expects to spend 2-to-8 hours per month of her time to the
activities of the Company without compensation.
Set forth below is the name of the sole director and officer of the Company
and her business experience during at least the last five years:
Doreen E. Zimmerman - Work Background
No Show, Inc.
Las Vegas, NV
Sole Officer/Director
2007- Present
28
Atria at Seville Salon
Las Vegas, NV
Cosmetologist. Facility operates a hair solon providing hairs services
to residents
1998 - Present
The Plaza Assisted Living Center
Las Vegas, NV
Manager. Provide hair services to elderly residents of assisted living
center and nursing home.
1996 - Present
Desert Lane Care Center
Las Vegas, NV
Manager. Provide hair services to residents of nursing home facility.
1997 - 2007
Hair Therapists, Inc.
SEC file number: 000-51516
North Las Vegas, NV
President. A "blank check" company
January 2004 to March 2006
DEZ, Inc.
SEC File Number: 000-52171
North Las Vegas, NV
President. A "blank check" company
June 2006 to November 5006
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officers and directors, and persons
who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based upon a review of the copies of such
forms furnished to us and written representations from our executive officers
and directors, we believe that as of the date of this report they were not
current in his 16(a) reports.
29
Board of Directors
Our board of directors currently consists of one member, Mrs. Zimmerman. Our
directors serve one-year terms.
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
30
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
Code of Ethics
We have not adopted a Code of Ethics for the Board and any salaried
employees.
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to NO SHOW. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the NO SHOW shares, unless the transaction is approved
by No Show's Board of Directors. The provisions also prohibit the Company
from completing any of the transactions described in the preceding sentence
with a 10% shareholder who has held the shares more than three years and its
related entities unless the transaction is approved by our Board of Directors
or a majority of our shares, other than shares owned by that 10% shareholder
or any related entity. These provisions could delay, defer or prevent a
change in control of No Show, Inc.
31
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended July 31, 2008 for our Chief Executive Officer. We did not
have any executive officers as of the year end of July 31, 2008 who received
any compensation.
Compensation
------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since August 23, 2005 (inception) of the
company through July 31, 2008. No Show has no intention of paying any
salaries at this time. We intend to pay salaries when cash flow permits.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position July 31 ($) ($) ($) ($) ($)
----------------------------------------------------------------------------
Doreen E. Zimmerman CEO/Dir. 2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officers or directors
from inception through fiscal year end July 31, 2008.
Outstanding Equity Awards at 2008 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of July 31, 2008.
32
Option Exercises for Fiscal 2008
--------------------------------
There were no options exercised by our named executive officer in
fiscal 2008.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
We did not pay our directors any compensation during fiscal years ending
July 31, 2008 or July 31, 2007
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on September 19, 2008 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
September 19, 2008 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
No Show's common stock.
33
The percentages below are calculated based on 21,050,000 shares of our common
stock issued and outstanding. We do not have any outstanding options,
warrants or other securities exercisable for or convertible into shares of
our common stock.
Name and Address Amount of Beneficial Percentage
Title of Class of Beneficial Owner Ownership of Class
---------------- ----------------------- ------------------ -------------
Common Stock Doreen Zimmerman, 1,000,000 4.7%
3415 Ocatillo Mesa Way
North Las Vegas, NV 89031
Common Stock Evagelina Esparza 14,000,000 66.5%
Ignacio Zaragoza No. 3
Apartado 44
Tijuana, BC Mexico
----------------------------------------------------------------------------
Common Stock All Executive Officers 1,000,000 4.7%
and Directors as a Group (1 person)
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our
common stock.
34
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's sole officer/director has contributed office space for our use.
There is no charge to us for the space. Our officer will not seek
reimbursement for past office expenses.
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
35
Item 14. Principal Accountant Fees and Services.
Moore & Associates, Chartered served as our principal independent public
accountants for fiscal years ending July 31, 2008 and July 31, 2007.
Aggregate fees billed to us for the years ended July 31, 2008 and 2007 by
Moore & Associates were as follows:
For the Years Ended
July 31,
-------------------
2008 2007
-------------------
(1) Audit Fees(1) $7,010 $1,300
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal accountant
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-
QSB filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our sole director then makes a determination to
approve or disapprove the engagement of Moore & Associates for the proposed
services. In the fiscal year ending July 31, 2008, all fees paid to Moore &
Associates were unanimously pre-approved in accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
36
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of
this report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 28
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
37
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-----------------------------------------------------------------------------
3.1 No Show, Inc. Articles SB-2 3.1 8-31-07
of Incorporation
-----------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 8-31-07
in effect
-----------------------------------------------------------------------------
23.1 Consent Letter from Moore X
and Associates Chartered
-----------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
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38
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
No Show, Inc.
By: /s/ Doreen E. Zimmerman
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Doreen E. Zimmerman
President
Date: October 14, 2008
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Name
By: /s/ Doreen E. Zimmerman
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Doreen E. Zimmerman
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: October 14, 2008
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39