UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended September 30, 2005
File Number: 0-32201
TASCO HOLDINGS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0824714
(State of jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
23 Brigham Road, Worcester, MA 01609
(Address of principal executive offices) (Zip Code)
(508) 755-0754
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ]
The issuer had no revenues for the year ended September 30, 2005.
Aggregate market value of the voting stock held by non-affiliates computed by
reference to the closing price at which the common stock sold on the
Over-the-Counter on December 23, 2005: $6,690,000. The voting stock held by
non-affiliates on that date consisted of 2,230,000 shares of common stock.
Number of shares outstanding of each of the issuer's class of common stock as of
December 23, 2005:
Common Stock: 12,780,000 Preferred Stock: 0
TABLE OF CONTENTS
PART I ...................................................................... 1
ITEM 1. DESCRIPTION OF BUSINESS ............................................ 1
ITEM 2. DESCRIPTION OF PROPERTY ............................................ 5
ITEM 3. LEGAL PROCEEDINGS .................................................. 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS............... 6
PART II ..................................................................... 6
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ........... 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .............................................. 6
ITEM 7. FINANCIAL STATEMENTS ............................................... 7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE ......................................................... 7
PART III .................................................................... 8
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................. 8
ITEM 10. EXECUTIVE COMPENSATION ............................................. 8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ..... 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................... 9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ................................... 9
ITEM 14. CONTROLS AND PROCEDURES ............................................ 10
SIGNATURES .................................................................. 10
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
Tasco Holdings provides production of visual content and other digital media,
including still media, 360-degree images, video, animation and audio for the
Internet. Tasco specializes most particularly in the production of still media
or images which provide a complete image - from ground to sky, floor to ceiling
in an expansive 360-degree viewing field.
The capture and processing of visual content and other digital media requires
time, technical expertise, extensive relationships and resources. For example,
providing a nationwide content capture network requires the management of
relationships of photographers across broad geographic areas. In addition,
preparing digital media content for Internet distribution requires varying
degrees of processing technology, quality assurance and image and multimedia
enhancement. Further, delivering visual content and other digital media to a
wide variety of e-commerce web sites and Internet portals requires a highly
scalable and reliable infrastructure as well as the development and maintenance
of affiliate relationships. As a result, businesses are searching for a
comprehensive provider of solutions so that they can focus on their core
competencies without having to develop and maintain their own digital media
infrastructure.
We initially plan to seek income by providing businesses and consumers
production of visual content and other digital media, including still media, 360
degree images, video, animation and audio for the Internet. In order to provide
production of visual content and other digital media solutions, we plan to
develop certain relationships with photographers and visual content producers so
we can offer our services in many areas in the United States. After the digital
content is in place, we will offer production of still media or 360 degree
images for our clients, which we believe currently offers the most compelling
visual content for the Internet. In addition we will offer production of other
visual media including video, animation and audio for the Internet.
The emergence of the Internet and secure transaction networks has generated
significant opportunities for businesses and consumers to conduct electronic
commerce. International Data Corporation, or IDC, estimates e-commerce revenues
will grow from approximately $130 billion worldwide in 1999 to $1.6 trillion
worldwide by 2003. The popularity of the Internet has resulted in substantial
growth in the number and types of web sites. Due to this dramatic increase,
operators of web sites must devote significant time and resources to attract and
retain site traffic and generate online transactions. In order to fulfill these
objectives, companies are seeking more compelling visual content and other
digital media to significantly enhance the quality of their online presence.
Current technological innovations in the industry offer businesses the
opportunity to provide online visual content of a more realistic and interactive
nature. By using these innovations, businesses can increase the frequency and
duration of web site visits, potentially accelerating e-commerce transactions
and increasing advertising revenues.
We will offer complete production services providing complete visual content and
digital media solutions to businesses and consumers across the Internet. The
Company intends to target vertical markets including:
Real Estate - Residential and commercial real estate companies and
professionals can use our services to provide online 360-degree images of
properties including existing homes, new homes, rental apartments and
office buildings and their surrounding areas. Our production service will
enable real estate professionals to cost-effectively market properties to a
wider audience.
1
Travel and Hospitality - Hotel chains, vacation resorts, cruise lines, golf
courses, restaurants, theme parts, major tourist attractions and tourism
bureaus can utilize our digital media production services to enhance their
online marketing. Providing 360 degree images offers a prospective visitor
the opportunity to take online tours of rooms, meeting and conference
facilities and attractions.
Automotive - Automobile companies can utilize our digital media production
services to create virtual showrooms and highlight differences between
different models and their respective option packages. Consumers can
experience a realistic perspective of both the interior and exterior of a
car while receiving on-screen descriptions of particular features.
Entertainment - Our digital media production services can be offered to
sports, theater or musical arenas to offer on-line tours of seating, to
make it easier and convenient to purchase tickets knowing exactly where
seating is available in reference to the staged event.
DISTRIBUTION METHODS OF PRODUCTS OR SERVICES
The Company intends to purchase hardware, software and digital photographic
equipment to produce complete visual content and other digital media. Samples of
digital media content for still media, 360 degree images, video, animation and
audio are available for viewing on our web site at www.tasco360.com. We are now
seeking strategic relationships with photographers and other visual content
producers so we can offer our services in many areas of the United States.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
Tasco Holdings has no new product or service planned or announced to the public.
COMPETITION AND COMPETITIVE POSITION
The market for production of visual content and other digital media solutions is
new and rapidly evolving. As the demand for production of visual content
solutions increases, we expect competition to intensify. The Company competes
with providers of imaging technology who, in addition to owning the technology,
also produce visual content for businesses and consumers. Our competitors have
greater financial, marketing, distribution and technical resources. We also
compete with traditional off line methods of marketing real estate properties,
including classified ads, brochures and still photos. Our success will be
dependent on our ability to compete with these and any other competitors on the
quality of our solutions and their cost effectiveness. There is no assurance
that we will be successful in that competition. We are not aware of any
significant barriers to our entry into the visual content solutions market,
however, at this time, we have no sales or share of this market.
SUPPLIERS AND SOURCES OF RAW MATERIALS
We will utilize our management's background to offer our service on the Internet
without the use of major suppliers of raw materials.
2
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
Tasco Holdings will not depend on any one or a few major customers. We intend to
utilize our management's experience to make our services easily accessible via
web search engines as well as direct advertising to target audiences including
real estate agencies, travel and hospitality firms, auto sales and entertainment
venues.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans to apply for registrations such as patents, trademarks,
additional copyrights, franchises, concessions, royalty agreements or labor
contracts. We will assess the need for any copyright, trademark or patent
applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
Tasco Holdings is not required to apply for or have any government approval for
its products or services.
EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS
Tasco Holdings is not aware of any federal laws and regulations that would have
an adverse effect directly or indirectly on its operations.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
Tasco Holdings has not expended funds for research and development costs since
inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
Tasco Holdings is not aware of any environmental regulations that could directly
effect its operations, but no assurance can be given that environmental
regulations will not, in the future, have a material adverse impact on our
business.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES
Tasco's sole employee, it's officer and director, will devote as much time as
the board of directors determines is necessary to manage the affairs of the
company.
RISKS
Investors in Tasco Holdings should carefully consider the following risk factors
associated with our plans and product:
WE ARE A DEVELOPMENT STAGE COMPANY WITH LIMITED OPERATING HISTORY. THIS WILLMAKE
IT DIFFICULT FOR OUR SHAREHOLDERS TO EVALUATE OUR FUTURE PLANS AND PROSPECTS.
Investors should carefully evaluate any investment in our company due to
the inherent risks, expenses, delays, and difficulties that will likely be
a part of our development. As we are implementing a business plan with no
near-term revenues, we expect to incur net losses in the foreseeable
future.
3
OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR TASCO
HOLDINGS WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR
BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL
OF THEIR INVESTMENT IN OUR STOCK.
As noted in our accompanying financial statements, our current financial
condition of nominal assets and limited operating business activities
necessary for revenues and operating capital create substantial doubt as to
our ability to continue as a going concern. If our business plan does not
work, we could remain as a start-up company with no material operations,
revenues, or profits.
TASCO HOLDINGS HAS LIMITED SALES, UNPROVEN MARKET AND CONSUMER DEMAND. WITHOUT
SIGNIFICANT USER DEMAND FOR OUR SERVICES, THE COMPANY COULD HAVE CONTINUED
NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.
The lack of a proven market for our services means that the true market for
this service may be minor or nonexistent. This could result in little or no
sales.
OUR BUSINESS STRATEGY REQUIRES ADDITIONAL WORKING CAPITAL. WITHOUT REVENUE OR
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH LIMITED MATERIAL
OPERATIONS, REVENUES, OR PROFITS.
As of September 30, 2005, we have a cash balance of $0 and face the need
for substantial additional working capital in the near future. No assurance
can be given that we will be able to organize debt or equity financing, or
that if available, it will be available on terms and conditions
satisfactory to management and might dilute current shareholders. We
currently have no funding commitments from any individuals or entities. If
we use equity capital as a source of funding, potential new shareholders
may be unwilling to accept either the likely dilution of their per share
value or the high level of risk involved with our unproven new product.
Without this funding, we may be only partially successful or completely
unsuccessful in implementing our business plan, and our shareholders may
lose part or all of their investment.
OUR COMPETITORS HAVE BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY
GREATER RESOURCES THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE ENOUGH CUSTOMER
MARKET SHARE IN OUR INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR
BUSINESS PLAN ANTICIPATES.
In our development stage, we have size and market share disadvantages as we
attempt to implement our marketing plan. We plan to market it by Internet
and direct advertising, utilizing the services of a marketing manager.
However, we may be unsuccessful in achieving our sales goals and market
share and, therefore, be unable to ever become a competitive force in our
industry.
THERE IS A VERY LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, AND OUR STOCK PRICE
COULD BE VOLATILE AND COULD DECLINE FOLLOWING THIS OFFER, RESULTING IN A
SUBSTANTIAL LOSS ON YOUR INVESTMENT
4
Our stock is considered a penny-stock. In addition, the stock market in
general, and the market for technology-related stocks in particular, has
been highly volatile in the recent past. As a result, the market price of
our common stock is likely to be similarly volatile, and investors in our
common stock may experience a decrease in the value of their stock,
including decreases unrelated to our operating performance or prospects.
The price of our common stock could be subject to wide fluctuations in
response to a number of factors, including those listed in this section of
the prospectus and others such as:
* Publication of research reports about us or our industry by security
analysts;
* Speculation in the press or investment community; and
* General market or economic conditions, including factors unrelated to
our performance
OUR SOLE OFFICER BENEFICIALLY OWNS 78% OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF OUR STOCK.
Due to the controlling amount of our officer and director's share ownership
in our company, if he decides to sell his shares in the public market, the
market price of our stock could decrease and all shareholders suffer a
dilution of the value of their stock.
OUR COMMON STOCK COULD BE CONSIDERED A "PENNY STOCK"
The Securities and Exchange Commission Rule 15g-9 established the
definition of a "penny stock", for the purposes relevant to the company, 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: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) 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 (i) obtain financial information and investment experience
objectives of the person; and (ii) 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 prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor
prior to the transaction. The effective result of this Rule 15g-9, is that
if the share price is below $5.00 there will be fewer purchasers qualified
by their brokers to purchase shares of the company, and therefore a less
liquid market for the securities.
ITEM 2 - DESCRIPTION OF PROPERTY
Tasco Holdings does not have any property and at this time has no agreements to
acquire any property. Our principal executive office address is 23 Brigham Road,
Worcester, MA 01609. The principal executive office and telephone number are
provided by John Lauring, the officer of the corporation. The costs associated
with the use of the telephone and mailing address were deemed by management to
be immaterial as they were almost exclusively used by the officer for other
business purposes. We intend to use our current address for our business
activities until we have sufficient funds to lease office space.
5
ITEM 3 - LEGAL PROCEEDINGS
We are unaware of any litigation pending, threatened or contemplated, or
unsatisfied judgments against us, or any proceedings in which the company is a
party. We know of no legal actions pending or threatened or judgment against any
officer or director of the company in her capacity as such.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the year ended
September 30, 2005.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market for Common Stock; Related Information
Our common stock is traded on the OTCBB under the symbol "THII". Prior to August
29, 2005 our Common Stock traded under the symbol "TSOI".
2004 High Low
---- ---
First Quarter NA NA
Second Quarter NA NA
Third Quarter NA NA
Fourth Quarter NA NA
2005
First Quarter NA NA
Second Quarter NA NA
Third Quarter 3.70 2.50
As of December 23, 2005 there were approximately 25 holders of our Common Stock
and -0- holders of our Preferred stock.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Tasco Holdings's cash balance as of September 30, 2005 is $0. We are a
development stage company and have generated no revenue to date. We have sold
$11,790 in equity securities to pay for our prior minimum level of operations.
The report of our Independent Registered Public Accounting Firm states due to
our losses and current level of operations, there exists substantial doubt as to
our ability to continue as a going concern. We believe we can maintain our
operations, secure funding and implement our business plan in order to generate
revenues for our company within the next twelve months. However, there is no
guarantee that the company will be able to raise any funding from outside
sources. If our business plan does not work, we could remain as a start-up
company with limited operations, and no revenues or profits.
6
As of the date of this filing, we have taken the following steps: developed our
business plan, we have purchased the URL (domain name) for our web site
www.tasco360.com, began to make our company's business and financial information
available to the public through filings with the Securities and Exchange
Commission subject to disclosure rule of the Exchange Act of 1934 and contacted
a market maker to apply to have the common shares of the Company quoted on the
Over the Counter Electronic Bulletin Board. We have also completed our sales DVD
demo for our media kit and expanded our web site. After securing funding, our
business plan goals include our need to budget for the first year $10,000 for
operating expenses, $25,000 for the purchase of equipment and furniture, $12,000
for marketing and advertising. We currently have no known source for these
funds.
We will only be able to implement our business plan if we receive funding. As of
the date of this filing, we have not identified any sources of our planned
funding and have not initiated any fund raising efforts. We will face
considerable risk in each of our business plan steps, such as difficulty of
hiring competent personnel within our budget, a shortfall of funding due to our
inability to raise capital. If no funding is received during the next twelve
months, we will be forced to rely on existing cash in the bank and funds loaned
by our officer and director. Without necessary cashflow, Tasco Holdings may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
ITEM 7 - FINANCIAL STATEMENTS
The audited financial statements of Tasco for the years ended September 30, 2005
and 2004, and related notes which are included in this offering have been
examined by Armando C. Ibarra, CPA, and have been so included in reliance upon
the opinion of such accountants given upon their authority as an expert in
auditing and accounting.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
Since inception, the Company has not changed accountants and has utilized the
services of Armando C. Ibarra, CPA. During that period, there have been no
disagreements with the accountants regarding accounting and financial
disclosure.
7
PART III
ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of September 30, 2005.
Name Age Position
---- --- --------
John Lauring 51 Director, President, Sec., Treas.
Glen DeVore 68 Director
There are no other persons nominated or chosen to become Directors or Executive
Officers, nor do we have any employees other than the above. There is no
arrangement or understanding between any of our Directors or Officers pursuant
to which they were elected to their office. The removal of a Director from the
Board can be succeeded only by the following actions: (1) majority vote of the
existing Directors; or (2) majority vote of the shareholders of record.
RESUME
John Lauring - Director, President, Secretary and Treasurer.
John Lauring has served as President, Secretary, Treasurer and Director of the
Company from August 2005 to current. Mr. Lauring has also served as President of
Lauring Construction, a Massachusetts based General Contracting Firm since 1984.
Glen DeVore - Director
Glen DeVore has served as Director of the Company from August 2005 to current.
Mr. DeVore served as a pilot with United Airlines from 1964 to 1997 and is
currently retired from the airline industry.
ITEM 10 - EXECUTIVE COMPENSATION
Tasco Holdings's current officer receives no compensation. The current
Board of Directors is comprised of Mr. Lauring and Mr. DeVore.
Name and Restricted All Other
Principal Stock Options/ LTIP Compen-
Position Year Salary($) Bonus($) Award(s)($) SARs(#) Payouts($) sation($)
-------- ---- --------- -------- ----------- ------- ---------- ---------
A. Humphreys 2004 -0- -0- -0- -0- -0- -0-
Former 2005 -0- -0- -0- -0- -0- -0-
President
John Lauring,
President & CEO 2005 -0- -0- -0- -0- -0- -0-
8
There are no current employment agreements between the company and its executive
officer.
The officer and director currently devotes an immaterial amount of time to
manage the affairs of the company. The director and principal officer has agreed
to work with no remuneration until such time as the company receives sufficient
revenues necessary to provide proper salaries to all officers and compensation
for directors' participation. The officer and the board of directors have
determined that a minimum cash balance of not less than $10,000 will be
necessary before officers may receive compensation. At this time, management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation. There are no annuity, pension
or retirement benefits proposed to be paid to officers, directors or employees
of Tasco Holdings in the event of retirement at normal retirement date pursuant
to any presently existing plan provided or contributed to by the company.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Tasco Holding's
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of Tasco's common stock through the
most current date - September 30, 2005:
Title of Name & Amount & Percent
Class Address Nature of Ownership Owned
----- ------- ------------------- -----
Common John Lauring 10,000,000 78%
Common Glen DeVore 550,000 4%
Total Shares Owned by Officers
& Directors as a Group 10,550,000 4%
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 31.1 302 Certification of Chief Executive Officer Included
Exhibit 31.2 302 Certification of Chief Financial Officer Included
Exhibit 32.1 906 Certification of Chief Executive Officer Included
Exhibit 32.2 906 Certification of Chief Financial Officer Included
9
ITEM 14 - CONTROLS AND PROCEDURES
The Company's president acts both as the Company's chief executive officer and
chief financial officer and is responsible for establishing and maintaining
disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Based on his evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that the Company's disclosure controls
and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) are effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.
(b) Changes in Internal Controls
Based on his evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that there were no significant changes
in the Company's internal controls over financial reporting or in any other
areas that could significantly affect the Company's internal controls subsequent
to the date of her most recent evaluation, including corrective actions with
regard to significant deficiencies and material weaknesses.
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.
TASCO HOLDINGS INTERNATIONAL, INC.
By: /s/ John Lauring
---------------------------
John Lauring
Director and President Dated December 29, 2005
10
ARMANDO C. IBARRA
Certified Public Accountants
A Professional Corporation
Armando C. Ibarra, C.P.A. Members of the California Society of
Certified Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the of American Institute
of Certified Public Accountants
Registered with the Public Company
Accounting Oversight Board
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Tasco International, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Tasco International, Inc. (A
Exploration Stage Company) as of September 30, 2005, and the related statements
of operations, changes in stockholders' equity, and cash flows for the period of
October 6, 1998 (inception) through September 30, 2005 (year-end). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United Stated). These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of September 30,
2005, and the results of its operations and its cash flows for the period of
October 6, 1998 (inception) through September 30, 2005, in conformity with US
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Because of the Company's current
status and limited operations there is substantial doubt about its ability to
continue as a going concern. Management's plans in regard to its current status
are also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Armando C. Ibarra, CPA
---------------------------------
Armando C. Ibarra, CPA
Chula Vista, Ca.
December 28, 2005
371 E Street Chula Vista, CA. 91910
tel: (619) 422-1348 fax: (619) 422-1465
F-1
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
September 30, September 30,
2005 2004
-------- --------
ASSETS
CURRENT ASSETS
Cash $ -- $ 315
-------- --------
TOTAL CURRENT ASSETS -- 315
-------- --------
TOTAL ASSETS $ -- $ 315
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,743 $ 4,412
-------- --------
TOTAL CURRENT LIABILITIES 1,743 4,412
-------- --------
TOTAL LIABILITIES 1,743 4,412
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, ($.0001 par value authorized
20,000,000 shares authorized; none
issued and outstanding.) -- --
Common stock, ($.0001 par value authorized
80,000,000 shares authorized; 12,780,000
shares issued and outstanding as of
September 30, 2005 and 2004) 1,278 1,278
Additional paid-in capital 31,895 22,874
Deficit accumulated during development stage (34,916) (28,249)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,743) (4,097)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ 315
======== ========
See Notes to Financial Statements
F-2
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------
October 6, 1998
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2005 2004 2005
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ 1,000
------------ ------------ ------------
TOTAL REVENUES -- -- 1,000
GENERAL & ADMINISTRATIVE EXPENSES 6,667 7,999 35,941
------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 6,667 7,999 35,941
OTHER INCOME & (EXPENSES)
Other income -- 25 25
------------ ------------ ------------
TOTAL OTHER INCOME & (EXPENSES) -- 25 25
------------ ------------ ------------
NET LOSS $ (6,667) $ (7,974) $ (34,916)
============ ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,780,000 12,780,000
============ ============
See Notes to Financial Statements
F-3
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 6, 1998 (inception) through September 30, 2005
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
Stock issued for cash on October 6,
1998 @ $0.0001 per share 1,000,000 $ 100 $ (90) $ -- $ 10
Stock issued for cash on October 9,
1998 @ $0.0001 per share 1,300,000 130 1,170 -- 1,300
Stock issued for cash on October 12,
1998 @ $0.0001 per share 190,000 19 171 -- 190
Stock issued for cash on April 1,
1999 @ $0.0001 per share 290,000 29 261 -- 290
Net loss, October 6, 1998 (inception)
through September 30, 1999 (295) (295)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 1999 2,780,000 278 1,512 (295) 1,495
========== ======== ======== ======== ========
Stock issued for cash on October 19,
1999 @ $0.01 per share 10,000,000 1,000 9,000 10,000
Net loss, October 1, 1999 through
September 30, 2000 (367) (367)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 2000 12,780,000 1,278 10,512 (662) 11,128
========== ======== ======== ======== ========
Net loss, October 1, 2000 through
September 30, 2001 (11,028) (11,028)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 2001 12,780,000 1,278 10,512 (11,690) 100
========== ======== ======== ======== ========
Net loss, October 1, 2001 through
September 30, 2002 (4,257) (4,257)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 31, 2002 12,780,000 1,278 10,512 (15,947) (4,157)
========== ======== ======== ======== ========
Net loss, October 1, 2002 through
September 30, 2003 (4,328) (4,328)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 2003 12,780,000 1,278 10,512 (20,275) (8,485)
========== ======== ======== ======== ========
Contributed capital 12,362 12,362
Net loss, October 1, 2003 through
September 30, 2004 (7,974) (7,974)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 2004 12,780,000 1,278 22,874 (28,249) (4,097)
========== ======== ======== ======== ========
Contributed capital 9,021 9,021
Net loss, October 1, 2004 through
September 30, 2005 (6,667) (6,667)
---------- -------- -------- -------- --------
BALANCE, SEPTEMBER 30, 2005 12,780,000 $ 1,278 $ 31,895 $(34,916) $ (1,743)
========== ======== ======== ======== ========
See Notes to Financial Statements
F-4
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
October 6, 1998
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2005 2004 2005
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,667) $ (7,974) $(34,916)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization -- -- 240
Changes in operating assets and liabilities:
(Increase) decrease in organization costs -- -- (240)
Increase (decrease) in accounts payable (2,669) 3,562 1,743
Increase (decrease) in notes payable -- (7,622) --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (9,336) (12,034) (33,173)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock -- -- 1,278
Additional paid-in capital 9,021 12,362 31,895
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 9,021 12,362 33,173
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (315) 328 --
CASH AT BEGINNING OF YEAR 315 (13) --
-------- -------- --------
CASH AT END OF YEAR $ -- $ 315 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
F-5
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was organized October 6, 1998, under the laws of the State of
Delaware as Tasco International, Inc.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization, and development of its business plan
and a target customer market.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30, year-end.
b. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. Development Stage
The Company continues to devote substantially all of its efforts in the
development of its plan to market and sell proprietary human resource database
services to companies in the building, architectural, and construction
industries.
e. Income Taxes
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
F-6
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
e. Income Taxes (Continued)
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
f. Basic Earnings (Loss) per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective October 6, 1998 (inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
NEW ACCOUNTING PRONOUNCEMENTS:
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. 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 rehandling costs may
be so abnormal as to require treatment as current period charges..." This
Statement requires 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. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of this Statement will have any immediate material impact on the
Company.
F-7
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
NEW ACCOUNTING PRONOUNCEMENTS:
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of 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 No. 67,
Accounting for 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. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or cash
flows.
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Shared-Based Payment ("SFAS 123R). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective as of the first interim period that begins after June 15,
2005. Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements. The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.
On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary transactions ("SFAS 153"). This statement amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception of exchanges of
nonmonetary assets that do not have commercial substance. Under SFAS 153, if a
nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.
F-8
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 3. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.
NOTE 4. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated net losses of
$34,916 during the period from October 6, 1998 (inception) through September 30,
2005. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Management plans to raise additional funds through debt or equity offerings.
Management has yet to decide what type of offering the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.
NOTE 5. INCOME TAXES
As of September 30, 2005
------------------------
Deferred tax assets:
Net operating tax carryforwards $ 5,237
Other 0
-------
Gross deferred tax assets 5,237
Valuation allowance (5,237)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
F-9
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 6. SCHEDULE OF NET OPERATING LOSSES
1998 Net Operating Loss $ (295)
1999 Net Operating Loss (367)
2000 Net Operating Loss (11,028)
2001 Net Operating Loss (4,257)
2002 Net Operating Loss (4,328)
2003 Net Operating Loss (7,974)
2004 Net Operating Loss (6,667)
--------
Net Operating Loss $(34,916)
========
As of September 30, 2005, the Company has a net operating loss carryforward of
approximately $34,916, which will expire 20 years from the date the loss was
incurred.
NOTE 7. RELATED PARTY TRANSACTION
The Company's neither owns nor leases any real or personal property. A director
without charge provides office services. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons 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.
The note payable represents a loan from a related party. Currently there are no
repayment terms nor is there interest being charged.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On August 29, 2005 the Company split its common stock ten for one (10:1) from
1,278,000 to 12,780,000 shares outstanding. All stock transactions have been
retroactively restated to reflect the ten for one stock split.
F-10
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2005
NOTE 8. STOCK TRANSACTIONS (CONTINUED)
On October 6, 1998, the Company issued 1,000,000 shares of common stock for cash
at $0.0001 per share.
On October 9, 1998, the Company issued 1,300,000 shares of common stock for cash
at $0.01 per share.
On October 12, 1998, the Company issued 190,000 shares of common stock for cash
at $0.01 per share.
On April 1 1999, the Company issued 290,000 shares of common stock for cash at
$0.01 per share.
On October 19, 1999, the Company issued 10,000,000 shares of common stock for
cash at $0.01 per share.
As of September 30, 2005 the Company had 12,780,000 shares of its common stock
issued and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2005:
* Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0-
shares issued and outstanding.
* Common stock, $ 0.0001 par value; 80,000,000 shares authorized:
12,780,000 shares issued and outstanding.
F-11