SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended December 31, 2005
Commission File Number 0-32201
TASCO HOLDINGS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0824714
(State of Incorporation) (I.R.S. Employer Identification No.)
23 Brigham Road, Worcester, MA 01609
(Address of Principal Executive Offices) (Zip Code)
(508) 755-0754
(Registrant's telephone number, including area code)
Check 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 [ ]
There were 12,780,000 shares of Common Stock outstanding as of December 31,
2005.
PART 1. FINANCIAL INFORMATION
PRESENTATION OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited consolidated financial statements have been prepared in accordance
with rules of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows, in conformity with
generally accepted accounting principles. The information furnished in the
opinion of management, reflects all adjustments necessary to present fairly, and
not misleading, the financial position as of December 31, 2005 and results of
operations and cash flows for the three months ended December 31, 2005 and 2004.
The results of operations are not necessarily indicative of results, which may
be expected for any other interim period, or for the year as a whole.
1
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
December 31, September 30,
2005 2005
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 3,261 $ --
-------- --------
TOTAL CURRENT ASSETS 3,261 --
-------- --------
TOTAL ASSETS $ 3,261 $ --
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,743 $ 1,743
Loan payable (related party) 3,500 --
-------- --------
TOTAL CURRENT LIABILITIES 5,243 1,743
-------- --------
TOTAL LIABILITIES 5,243 1,743
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 December 31, 2005
and September 30, 2005) 1,278 1,278
Additional paid-in capital 31,895 31,895
Deficit accumulated during development stage (35,155) (34,916)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,982) (1,743)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 3,261 $ --
======== ========
See Notes to Financial Statements
2
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------
October 6, 1998
Three Months Three Months (inception)
Ended Ended through
December 31, December 31, December 31,
2005 2004 2005
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ 1,000
------------ ------------ ------------
TOTAL REVENUES -- -- 1,000
OPERATING COSTS
Administrative Expenses 250 3,157 36,191
------------ ------------ ------------
TOTAL OPERATING COSTS 250 3,157 36,191
OTHER INCOME & (EXPENSES)
Other income -- -- 25
Interest income 11 -- 11
Other income
------------ ------------ ------------
TOTAL OTHER INCOME & (EXPENSES) 11 -- 36
------------ ------------ ------------
NET LOSS $ (239) $ (3,157) $ (35,155)
============ ============ ============
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
3
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 6, 1998 (inception) through December 31, 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)
Net loss, October 1, 2004 through
December 31, 2005 (239) (239)
---------- -------- -------- -------- --------
BALANCE, DECEMBER 31, 2005 12,780,000 $ 1,278 $ 31,895 $(35,155) $ (1,982)
========== ======== ======== ======== ========
See Notes to Financial Statements
4
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
October 6, 1998
Three Months Three Months (inception)
Ended Ended through
December 31, December 31, December 31,
2005 2004 2005
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (239) $ (3,157) $(35,155)
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 -- 400 1,743
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (239) (2,757) (33,412)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable (related party) 3,500 -- 3,500
Common stock -- -- 1,278
Additional paid-in capital -- 3,700 31,895
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,500 3,700 36,673
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 3,261 943 3,261
CASH AT BEGINNING OF PERIOD -- 315 --
-------- -------- --------
CASH AT END OF PERIOD $ 3,261 $ 1,258 $ 3,261
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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.
6
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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.
7
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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.
8
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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
$35,155 during the period from October 6, 1998 (inception) through December 31,
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 December 31, 2005
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 5,273
Other 0
-------
Gross deferred tax assets 5,273
Valuation allowance (5,273)
-------
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.
9
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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)
2005 Net Operating Loss (three months) (239)
--------
Net Operating Loss $(35,155)
========
As of December 31, 2005, the Company has a net operating loss carryforward of
approximately $35,155, 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.
10
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 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 December 31, 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 December 31, 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.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10KSB for the year ended September 30, 2005.
CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 2005
Revenues were -0- for the quarter ending December 301, 2005 and -0- for the same
quarter ending 2004. Operating Expenses were $250 for the three months ended
December 31, 2005 and $3,157 for the same period in 2004. Tasco Holdings
International, Inc.has adopted a business plan to provide production of visual
content and other digital media solutions to facilitate commerce, communication
and entertainment. The Company plans to offer both business and consumers
solutions that enable the Company to deliver digital media content to web sites.
The Company initially plans to use and develop collective resources within the
digital media arena to provide production of visual content, particularly of
providing images in the 360-degree format whereby users can easily navigate on a
computer screen by moving a cursor inside the image. The Company has initially
targeted the following global vertical markets: real estate, travel and
hospitality, automotive and entertainment. The Company plans to fund the growth
and expansion of its business by earning profits through sales of it products
and by the sale of its securities through private placements.
12
RISK FACTORS
1. LIMITED HISTORY OF OPERATIONS
The Company was incorporated under the laws of the State of Delaware on October
6, 1998 and has had limited operations to date. Therefore the Company must be
considered in the early development stages of embarking upon a new venture. The
Company has had minimal revenues to date. The Company's business and prospects
must be considered in light of the risk, expense, and difficulties frequently
encountered by companies in an early stage of development, particularly
companies in new and rapidly evolving markets of providing services on the
Internet. Prospective investors should be aware of the difficulties encountered
by such new enterprises, as the Company faces all the risks inherent in any new
business, including: competition, the absence both of an operating history and
profitability and the need for additional working capital. The likelihood of the
success of the Company must be considered in light of the problems and expenses
that are frequently encountered in connection with the operation of a new
business and the competitive environment in which the Company will be operating.
2. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT
ASSURED
As of December 31, 2005, the Company had a zero cash balance and faces the need
for substantial additional working capital in the near future. The capital needs
of the Company are greater than currently anticipated, and the Company will be
required to seek other sources of financing. No assurance can be given that the
Company 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. The Company has no commitments for any
additional debt or equity financing and there can be no assurance that any such
commitments will be obtained on favorable terms, if at all.
3. THE COMPANY HAS NO SIGNIFICANT HISTORY OF OPERATIONS AND EXPECT OPERATING
LOSSES IN THE FORESEEABLE FUTURE
The Company expects to incur operating losses for the foreseeable future and if
the Company ever has operating profits, it may not be able to sustain them.
Expenses will increase as the Company builds an infrastructure to implement its
business model. The Company plans to hire additional employees and lease space
for its corporate offices as the need arises. Expenses may also increase due to
the potential effect of goodwill amortization and other charges resulting from
future partnerships and/or alliances, if any. If any of these and other expenses
are not accompanied by increased revenue, the Company's operating losses will be
even greater than anticipated.
13
4. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
UPON THE ABILITIES OF THE CURRENT OFFICER AND DIRECTORS OF THE COMPANY
The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The loss of
the services of the Company's key employee or the inability to attract and
retain the necessary technical, sales and other personnel, would likely limit
the changes for success and have a negative effect upon the Company's business,
financial condition, operating results and cash flows. In addition, the
concentrated ownership of the officer and directors have over the Company, may
have a material adverse effect on future business progress. Furthermore, the
current officer and directors are involved with other employment other than that
of the Company, which may take time from development the business of the Company
and effect the overall success.
5. COMPETITION
The Company will operate in a highly competitive environment. The Company
competes with larger companies who provide digital media. Our competitors have
greater financial, marketing, and distribution resources. Our success will be
dependent on our ability to compete with these and any other competitors on the
quality of our services and their cost effectiveness. There is no assurance that
we will be successful in that competition.
6. LACK OF CASH DIVIDENDS
The Company has not paid any cash dividends on its Common Shares to date and
there are no plans for paying cash dividends 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 assurance,
will be directly dependent upon earnings of the Company, its financial
requirements and other factors.
7. CAPITAL RESOURCE REQUIREMENTS
The Company presently plans to complete its development and design of its
digital Internet web site. Expenses needed to build an infrastructure to
implement its business model will depend upon a number of factors including the
Company's ability to raise sufficient capital. There are no assurances that the
Company can raise sufficient capital through debt or equity financing, which
might be available to the Company on favorable terms or at all and might dilute
current shareholders.
14
8. GROWTH MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL RESOURCES
There can be no assurances that the Company's proposed business model will be
adequate to support any future operations. In addition, there is a risk that the
Company may not be able to expand their operations at the same rate as market
demand may be created.
9. OTHER NON-PUBLIC SALES OF SECURITIES
As part of the Company's plan to raise additional working capital, the Company
may make a limited number of offers and sales of its Common Shares to qualified
investors in transactions that are exempt from registration under the 1933 Act.
There can be no assurance the Company will not make other offers of its
securities at different prices, when, in the Company's discretion, such prices
are deemed by the Company to be reasonable under the circumstances.
10. THERE IS A VERY LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, AND OUR STOCK
PRICE COULD BE VOLATILE AND COULD DECLINE, RESULTING IN A SUBSTANTIAL LOSS
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.
11. WE FACE THE LOSS OF KEY PERSONNEL WHICH COULD ADVERSELY AFFECT PROPOSED
OPERATIONS
The Company's performance is greatly dependent on the performance of its
management. The loss of the services of our executive officer or directors could
harm the Company's business.
12. THE COMPANY IS LARGELY CONTROLLED BY MANAGEMENT
The Company's officer and director currently owns or controls a substantial
majority of its outstanding common stock and thereby continues to be able to
exercise voting control over the company for the foreseeable future and will be
able to elect the entire Board of Directors. This management control could
prevent, or make more difficult, on-going business.
13. 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
15
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 3 - 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 December 31, 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 December 31, 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.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
31.1 302 Certification of Chief Executive Officer
31.2 302 Certification of Chief Financial Officer
32.1 906 Certification of Chief Executive Officer
32.2 906 Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
TASCO HOLDINGS INTERNATIONAL, INC.
Date: 2/14/06
By: /s/ John Lauring
------------------------------------------
John Lauring, President
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