Item
1. Description of Business
Overview
The
Tradeshow Marketing Company, Ltd. was incorporated on December 3, 2003 under
the
laws of the State of Nevada. Tradeshow is a product development and consumer
specialty retail company that markets and sells proprietary and private label
products for the home and office environments. The Company was formed to market
specialty products at trade shows, mall-based specialty product shops and
kiosks. The Company sells popular “as seen on TV” products, which are
currently or have been advertised on TV. The products that the Company sells
are
functional have a broad appeal and retail at affordable price
points.
Business
Generally
The
Company is a marketing and direct sales company focused on the development
and
distribution of a wide range of products for the home and office environments.
The Company’s merchandise categories include specialty household, beauty and
fitness, home and garden and small ticket electronics products. For the past
twenty years, Tradeshow’s demonstration professionals and management have worked
in the direct sales industry marketing a variety of products directly to
consumers at trade shows, malls (kiosks), fairs and exhibitions throughout
Canada and the United States.
Our
professional sales staff has engaged in product demonstration, sales and
marketing for trade shows, as well as training and consulting on “direct sell”
retail and wholesale strategies for companies seeking to market their products
directly to consumers. The venues that the Company uses for trade show
demonstrations includes trade shows and annual exhibitions such as home, garden,
boat and auto shows, as well as provincial, state and county fairs.
Prior
to
the formation of the Company, the two founding principals of the
Company, Bruce Kirk and Marion Huff worked in the direct sales industry as
a
partnership under the name “Kirk-Huff Marketing”.
Kirk-Huff Marketing
was an
unincorporated entity operating as an unregistered partnership.
Management
plans to place emphasis on and to allocate financial and human resources to
the
development of our direct sales business. The Company plans to increase the
amount of direct sales business that it presently transacts. The acquisition
of
two mall-based retail stores in Phoenix, Arizona, exemplifies our commitment
to
the growth of our product sales strategy (see “Current and Proposed Operations”,
Sandstrom On TV Retail Stores, below).
Market
Overview
Venues
for the demonstration of direct sales include mall-based retail stores, kiosks
and sales demonstrations at trade shows. There is an added advantage that arises
from the Company’s tradeshow demonstration activity, as consumers who see
products demonstrated and branded at these shows may make subsequent and
additional product purchases from the Company’s mall based stores in Phoenix,
Arizona, and the Company’s e-commerce website. The contents of this site are not
incorporated into this filing. Further, the Company’s references to the URLs for
these are intended to be inactive textual references only.
Tradeshow
earns revenue directly from the sale of products that it sources from a number
of different suppliers. To date, the Company has generated sales at trade shows,
malls and other high traffic consumer venues, such as public fairs and
exhibitions, as well as our e-commerce website.
Direct
Sales at Tradeshows.
Over
the
past 20 years Tradeshow’s principals have appeared consistently, year after
year, in trade shows, malls, fairs and exhibitions in cities throughout Canada
and the United States, including trade shows in the following cities: Canada:
Vancouver, Abbotsford, Victoria, Nanaimo, Calgary, Edmonton, Regina, Saskatoon,
Winnipeg, Toronto: United States: Puyallup, WA, Tacoma, WA, Pomona, CA, Phoenix,
AZ. The Company has consistently generated revenue by attending trade shows,
malls, fairs and exhibitions in these markets and locales.
Management
believes that Tradeshow enjoys two distinct competitive advantages. The first
advantage is ability to penetrate local and national markets at the trade show
level proving saleability of products and generating exposure for its brand.
The
second competitive advantage that Tradeshow is able to take advantage of relates
to marketing, some of the innovative and contemporary products that Tradeshow
offers at its retail store locations are already advertised and
branded “as seen on TV” through television infomercial advertising.
Many
of
the items that the Company features in its stores and at trade shows, malls
(kiosks) fairs and exhibitions may be categorized as “as seen on TV” because
they are currently advertised or have been advertised on TV. Examples of
suppliers and the products that we sell include:
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Ontel
Products: “as seen on TV” products that include the Swivel Sweeper, Glass
Wizard and AB Master;
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American
Direct (TriStar): product supplied includes the Lateral Thigh Trainer
and
Jack Lalanne’s Power Juicer;
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Cava
Industries: supplies the Cold Heat Soldering Tool and Smart Spin
containers;
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ITW
Space Bags: supplies Space Bags for
storage;
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Orange
Glow International: suppliers of cleaning products OxiClean, Orange
Glo,
and Kaboom, among others;
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Overbreak:
supplies toys that
include Hover Disc, Hover Copter and Rainbow Art.
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When
possible and advantageous, Tradeshow works to secure territorial exclusivity
for
products that it sells. Notably, the absence of product exclusivity has not
impaired past business performance because the Company merchandises and sells
a
broad selection of popular and contemporary products from multiple suppliers
and
wholesalers, thereby ensuring its ability to remain competitive. On occasion,
suppliers will approach the Company to demonstrate and sell their products
on
their behalf.
Tradeshow
also intends to sell its own private label products. In part, the Company plans
to source products upon which they can affix their own label and market as
a
private label brand. Management believes that private label merchandise will
strengthen the Company’s ability to brand and, hence, compete against retail
competitors.
The
Company also plans to increase the number of sales channels - that it employs.
In doing so, the Company will continue to utilize the same successful direct
sales strategy it has used, in the past, to develop these new sales channels.
Tradeshow plans to develop these new sales channels, to increase sales in busy
metropolitan markets within Canada and the continental United States (with
a
continued focus on those markets in Western Canada, Washington State California
and Arizona, which the Company currently serves) with the intent to brand and
sell the same type of products that it currently sells at tradeshow venues
the
Company also intends to offer franchised retail stores, increase internet sales
and wholesale business
Our
e-commerce website allows the Company to (1) target a broader customer base
with
lower price items; (2) promote sales and increase product branding through
Internet advertising; (3) cross sell products featured in other sales
channels.
Current
and Proposed Operations
Sandstrom
OnTV Retail Stores— A Current Operation.
Tradeshow
owns and operates two retail stores in Phoenix, Arizona called “As
Seen On TV”. The two stores are located in the Arrowhead Mall and the Paradise
Valley Mall in Phoenix. The store in the Arrowhead Mall has been operating
as
“As Seen On TV” since 1997 and the store in the Paradise Valley Mall as “As Seen
On TV” since 1999.
The
two stores that were acquired are
“turnkey” and fully operational as both retail businesses are staffed (4
full-time employees) and open for business during regular mall hours. The
approximate square footage for the Arrowhead Mall is 574 square feet and the
Paradise Valley Mall is 536 square feet.
Tradeshow
recently negotiated
new leases for both store locations. The leases are issued in the
name of the company’s wholly owned subsidiary, Sandstrom On TV The Arrowhead
Mall lease expires Dec 2009 (in the Company’s 2010 fiscal year) and
Paradise Valley Mall lease expires Dec 2011 (in the Company’s 2012 fiscal
year).
Name
Change: Following the acquisition of the stores, Tradeshow changed the name
of
the two Phoenix stores to “Sandstrom On TV”. The Company’s Sandstrom OnTV stores
feature the same unique and diverse mix of innovative consumer products that
the
Company demonstrates and sells at tradeshows.
www.ontvco.com
Tradeshow’s e-Commerce Website —A Current Operation.
The
Company has launched an e-Commerce website located at www.ontvco.com. The
Company’s e-Commerce website features a mix of the consumer products that the
Company sells at its trade show demonstrations and the products that the Company
features in its land based retail stores. The e-Commerce website allows the
Company to target a broader customer base and to complement our marketing and
branding initiatives in the aforementioned cities where the Company operates
stores and has attended trade shows, malls, fairs and exhibitions
Our
e-Commerce website implements a
broad array of scalable site management, search, customer interaction and
distribution services systems that are intended to be used to display products,
process customer orders and payments. These proposed services and systems use
a
combination of commercially available, licensed technologies, which have been
customized and integrated to provide the platform for the online store. The
Company has brought on Seattle based Internet Technologies specialist Luniel
de
Beer as the Company’s Chief Technical Officer .The Company obtains consulting,
programming, service and support in respect of the development and hosting
of
its computer hardware and managing of its online stores.
Management
believes that the breadth
and depth of its online store’s product selection, together with the flexibility
of the e-Commerce model will enable the Company to develop a significant,
additional sales and marketing channel that will benefit the Company’s overall
retail strategy. Unlike store-based retail formats, the Company’s online store
is expected to provide it with significant flexibility with regard to the
organization and presentation of product selection. To encourage purchases,
management intends to feature exclusive online promotions, on a rotating basis,
and to continually update merchandise recommendations. Management intends to
actively create and maintain pages that are designed to highlight certain
products and brands, including merchandising strategies that emphasize featured
products, product bundling and special promotions.
Tradeshow’s
online store is intended to provide convenient and useful services that enhance
the shopping experience. The Company intends to strive to make its customers’
experience informative, efficient and intuitive by constantly updating and
improving its store format and features. The Company’s online store intends to
incorporate “point and click” options, supported by technical enhancements
including easy-to-use search capabilities. These features are intended to make
shopping at the store entertaining and informative and encourage purchases
and
repeat visits.
Sandstrom
OnTV Corporate Stores and The Sandstrom Franchise Strategy- A Current
Operation
On
March
15, 2007 the Company organized the Sandstrom OnTV Company (Sandstrom) as a
wholly-own subsidiary. Sandstrom was organized to sell unit
franchises to operate retail stores under the tradename “Sandstrom
OnTV.”
The
acquisition of the two Sandstrom OnTV stores in Phoenix, AZ, marked the
beginning of Tradeshow’s plan to (1) operate corporate stores and (2) to offer a
franchised retail business on a ‘stand-alone” basis or as a bundle of franchised
stores that are exclusive to a specific region. The Company’s two Sandstrom OnTV
stores will serve as the model for its franchise retail offering.
Sandstrom
store expansion plans: Desired locations for franchise stores include malls
and
highly visible,
highly trafficked street
addresses. Based on managements’ experience in the direct selling industry,
extensive product and franchising knowledge, management believes that it can
successfully implement a franchise expansion strategy for the Company’s store
concept and sell franchise rights to its stores.
To
implement our franchise concept and strategy, the company engaged Norm Friend,
a
franchising expert, to create an area franchising development strategy for
the
Company’s Sandstrom stores. Mr. Friend has written several books on franchising
and wrote the Company’s manuals for franchise offerings. The manuals and the
franchise plan were completed and submitted to the Company November 3, 2005.
Further on February 7, 2007 the Company announced Timothy J. McCarthy as Vice
President of Franchise Development to move forward the progression of franchise
development and sales.
About
Franchising
Franchising
is a popular and growing business model because it is an assembly of business
relationships that allow people to share brand identification, a proven method
of doing business and a successful marketing and distribution system. The
advantage of franchising is that the franchisee’s assets are put into a proven
business, allowing the franchisee to quickly start up their business, to develop
a customer base faster, and to potentially experience profitability with less
risk.
With
a
franchise business come pros and cons. The pros of the franchise are: (1) the
business model is a based on a formula that can be demonstrated, (2) owner
transition and training is available, and (3) it is possible to review past
records and company history. The cons of franchises are: (1) purchase financing
may be difficult to find and obtain; (2) there can be significant contractual
obligations that may be difficult to meet; (3) it may be difficult to find
the
right franchise opportunity. See “Description of Business-Franchising
Regulation” also see “Risk Factors.”
Private
Label Brands – A Current Operation.
As
a
product development and consumer specialty retail company, our mandate is to
develop proprietary and private label products that have mass appeal at popular
price points. Initially, Tradeshow intends to market products that are readily
available via the supply channels that it has used since the Company’s
inception; the very same supply channels that management has developed over
the
past twenty years. Tradeshow intends to source products that it can affix
“Sandstrom” labels to and distribute under the Sandstrom name, the brand name of
the Company’s retail stores in Phoenix, AZ, to ensure better quality and higher
profits for the Company.
Our
philosophy is to sell products that are quality-manufactured to our
specifications. To execute our planned strategy, we will engage the services
of
industry experts who can source and supply products that Tradeshow can market
as
“private label”, that is, products to which the Company can affix its own brand
labels. The Company plans to utilize said “experts” to advise the Company about
how to obtain the best combination of price and quality for the proposed private
label branded products. The Company is currently investigating and qualifying
the manufacturing details for a number of private label products that it intends
to sell in the coming months.
The
Company believes that addition of private label brands is a direct way to
improve product offerings and increase bottom line revenues. Management believes
that many organizations with business plans that are similar to the Company’s
disregarded this important and potentially profitable strategy of the
merchandising and direct sell process. Management believes that private label
merchandise offers greater pricing power, which can be diminished by lower
sales
margins typically available from highly popular and competitively priced
products.
On
June
1
st
, 2006,
the
Company announced the launch of its Smart Heat Sauna product a private label
product.On August 30
th
, 2006
the company
announced the launch of its Infinity Flashlight product another private label
product. Both products are sold in the companies stores and on its
website.
Marketing
Plan
The
Company’s product categories include specialty household, beauty and fitness,
home and garden, and electronics products. These products are generally small
ticket items, have universal appeal, are innovative and are desired by the
target audience. Price points for our products typically start in the $50 range.
Tradeshow’s average target demographic is in the $50,000 - $100,000 annual
income range.
Since
inception, Tradeshow has established a prominence in Western Canada, and a
foothold in the US Pacific Northwest, California and Arizona, expanding its
market reach via trade show demonstrations. In each of these markets, Tradeshow
plans to market proprietary and private label products through the Company’s
current and proposed sales channels. Tradeshow plans to source its own private
label brands for distribution to improve product quality and to potentially
generate higher profits for the Company.
Our
marketing strategy is designed to help us to continue to establish our business
in Western Canada, Washington State, California and Arizona, and to help us
grow
our consulting and marketing initiatives through the participation of
businesses, large and small, which are based in these regional
markets.
Part
of
Tradeshow’s strategy is to manage low cost, effective sales channels that can
distribute product as efficiently as possible through the regional trade show
marketplace, through its franchise stores, internet sales and via Direct
Response Television, (infomercials). This will be accomplished through
establishing skilled executive managers to head up these channels and manage
them effectively..
In
conjunction with our Retail Stores, attendance at trade shows and fairs, we
increasingly employ the Internet to establish the Company’s brand,, increase
sales, create greater awareness of our line of products and consulting services.
Management’s objective is to grow the Company’s market position and expand its
customer base through superior merchandising, targeted marketing and strong
relationships with leading manufacturers, distributors and suppliers. We plan
to
increasingly use the Internet in the development and expansion of the Company’s
business operations.
Our
financially prudent, management intends to constantly expand brand name product
offerings to create a brand driven destination for quality, unique products.
Management believes that by offering a broader selection of private label,
brand
name products the Company may be better positioned to increase sales, encourage
repeat purchases and expand its customer base.
Management
will focus the Company’s branding campaign on selection, convenience, value,
trust, service and brand products according to these features by employing
targeted marketing created in house and through the efforts of Public Relations
firms via media exposure resulting from Direct Response Television,
(Infomercials), magazine ads, Internet mail and direct mail. Management will
also seek to provide leading manufacturers and distributors with a powerful
new
distribution channel that is consistent with their brand identity via the direct
sales channel at trade shows , through its web site and in its franchise
stores.
Tradeshow’s
goal is to be the retailer of choice for leading manufacturers, distributors
and
suppliers. The Company strives to create, maintain and strengthen relationships
with manufacturers and suppliers as it continues to increase the number of
products that it offers. To this end, management continues to add new product
categories, increase product selection, add new customers, promote repeat
purchases and develop new sales opportunities. In addition, management continues
to pursue new market opportunities by establishing strategic alliances via
the
acquisition of complementary businesses, products and technologies, in order
to
grow and strengthen their business.
Marketing
Strategies
Management
will continue to develop its targeted marketing and promotion strategy to build
brand recognition in the US, increase customer traffic, promotion of new
products, encourage repeat purchases and build strong customer loyalty. The
Company’s marketing and promotional activities target customer demographics that
are more likely to buy product its retail stores. These strategies include
both
offline (advertising in traditional media) and online (Internet based)
advertising.
Management
intends to establish agreements for targeted banner advertisements with major
Internet content and service providers for the promotion of trade show
activities and the Company’s e-Commerce website. We also intend to optimize our
e-Commerce website with the latest search engine optimization (SEO) strategies
to ensure top keyword positioning in popular search engines.
Also
known as pay for performance or search advertising, pay per click advertising
enables advertisers’ adverts to appear on a search engine’s “results pages”. The
position of the adverts is decided on a bidding system with advertisers paying
more to be positioned at the top of the page. The higher the bid per key word,
the higher the ranking the Company can get on a page, which allows users to
view
product from our site more frequently. Payment is then made at this rate every
time someone clicks on the link in the advert, when it takes them through to
the
advertiser’s website. In other words, you only pay if a person clicks on a link
or banner and lands on your site.
Management
plans to use direct marketing via the Internet to promote new customers
acquisitions, product demonstrations and sales. Management will strive to
deliver meaningful offers to customers via e-mail. In addition, management
intends to publish an opt-in online newsletter delivered by e-mail to
subscribers in which will highlight new product developments, special
promotions, sales items and product promotions.
The
Company proposes to brand its name worldwide using an innovative email
technique. Viral marketing describes any strategy that encourages individuals
to
pass on a marketing message to others, creating the potential for exponential
growth in the message’s exposure and influence. This strategy takes advantage of
rapid multiplication to explode the message to thousands and possibly
millions.
Tradeshow
proposes to use affiliate partner marketing programs to attract traffic to
its
website. An affiliate is a person or entity that places a banner or text link
on
their site directing visitors to the Tradeshow website. As a visitor
clicks-through, a cookie (a small text file containing the referring affiliate’s
identification number assigned by Tradeshow) will be placed on the visitor’s
browser. If the visitor purchases product or services from Tradeshow’s website,
the ordering system and affiliate’s software work together to attach the
referring affiliate’s identification number held in the cookie to the sale, and
uses that information to credit the affiliate with the proper commission for
the
referral.
The
Company employs offline advertising to promote both brand and specific
merchandising opportunities. The Company’s plan is to continue to utilize cost
effective forms of traditional offline advertising, including magazine
advertising, television advertising and direct mail drops, to build brand
recognition.
Editorial
articles in magazines and newspapers that cater to the specialty retail consumer
home, garden, boat and auto shows, state and county fairs, and annual
exhibitions, can expose the Company to a wider audience. The Company plans
to use print media for advertising in local communities where target
demographics are appropriate and demand for the type of products that the
Company sells is strong.
The
Company plans to use targeted mail lists and direct mail drops to advertise
its
services and products.
Competitive
Business Conditions and Competitors
The
direct sales market is new, rapidly
evolving and intensely competitive. Management expects to face stiff competition
in every product category. Barriers to entry are minimal and current and new
competitors, who may have greater expertise and greater resources, can start
competitive business operations at a relatively low
cost.
Management
potentially will compete with a variety of competitors, including the
following:
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Traditional
retailers of proprietary and private label products for the home
and
office environments, who may compete with both an online and offline
presence;
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Manufacturers
of proprietary and private label products for the home and office
environments that decide to sell directly to end-customers, either
through
physical retail outlets or through an online
store;
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Other
online retailers proprietary and private label products for the home
and
office environments, including online service providers that feature
shopping services; and
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The
catalog, direct mail and multi-level marketing retailers of proprietary
and private label products for the home and office
environments.
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There
are two public companies that
have built large and profitable companies in a market niche that is similar
to
Tradeshow’s. Tradeshow’s two leading competitors are Brookstone Inc. and Sharper
Image.
Brookstone
Inc.
Brookstone, Inc. (formerly BKST: NASDAQ) is a retailer that
operates over 275 Brookstone brand stores nationwide and in Puerto Rico. Stores
are typically located in high-traffic regional shopping malls, lifestyle centers
and airports. The Company also operates three stores under the Gardeners Eden
brand, and a Direct-Marketing business that consists of three catalog titles
--
Brookstone, Hard-to-Find-Tools and Gardeners Eden.
The
Sharper Image.
Sharper Image (SHRP: NASDAQ) is a specialty retailer with
over 180 Sharper Image specialty stores throughout the United States. The
Company’s principal selling channels include; stores, a monthly catalog and its
primary Website. The Company also sells its products through its own
online auction Website and an online Outlet store to help manage refurbished
and
close out inventory. The Company also has business-to-business sales teams
for
marketing its products for corporate incentive and reward programs.
Management
believes that the following are the principal competitive factors in the
Company’s proposed market: brand recognition; selection; convenience; order
delivery performance; customer service; site features, content; price and
quality.
Many
potential competitors can devote substantially more resources to business
development than can the Company. In addition, larger, well-established and
well-financed entities may acquire, invest in or form joint ventures with other
competitors.
Certain
of the Company’s competitors may be able to secure products from vendors on more
favorable terms, fulfill customer orders more efficiently and adopt more
aggressive pricing or inventory availability policies than can the
Company.
Given
the
fact that the Company has a limited operating history, many of the Company’s
competitors have significantly greater experience in the retail of proprietary
and private label products for the home and office environments.
The
Company’s online competitors are particularly able to use the Internet as a
marketing medium to reach significant numbers of potential customers. Finally,
new technologies and the expansion of existing technologies, such as price
comparison programs that select specific titles from a variety of websites
may
direct customers to competitor sites.
Principal
Suppliers
Tradeshow
features over 150 products that it sources from a long list of suppliers and
wholesalers. Tradeshow does not rely solely on one supplier or wholesaler to
source our products. Rather, the Company sources product from many different
suppliers. Our strategy is to purchase our products from many different name
brand suppliers who manufacturer or contract out the manufacture of their own
products to ensure quality and a wide variety of product choice. Examples of
suppliers and the product that we sell include:
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Ø
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Ontel
Products: “As Seen On TV” products that include the Swivel Sweeper, Glass
Wizard and AB Master;
|
|
Ø
|
American
Direct (TriStar): product supplied includes the Lateral Thigh Trainer
and
Jack Lalanne’s Power Juicer;
|
|
Ø
|
Cava
Industries: supplies the Cold Heat Soldering Tool and Smart Spin
containers;
|
|
Ø
|
ITW
Space Bags: supplies Space Bags for
storage;
|
|
Ø
|
Orange
Glow International: suppliers of cleaning products OxiClean, Orange
Glo,
and Kaboom, among others;
|
|
Ø
|
Overbreak:
supplies toys that include Hover Disc, Hover Copter and Rainbow
Art.
|
Tradeshow
has a history of selling products from these suppliers. Our objective is to
continue to acquire products that are both contemporary and popular, via our
network of wholesalers and exclusive distributors, and resell them at
competitive prices with the intent to generate a profit.
The
Company obtains its products from brand suppliers, and a network of
distributors, manufacturers, brokers and wholesalers. Management’s efforts are
ongoing to expand the number of direct relationships with manufacturers,
suppliers, brokers, distributors and wholesalers in all relevant product
categories. The Company does not have written agreements in place with any
distributors that guarantee a discount or pricing preference.
Although
we source and buy product from more than one supplier, we still rely on a finite
number of suppliers to make the products that we sell available to us, at our
request and on relatively short notice. As such, our supply chain is potentially
subject to disruptions, which could cause a cessation in our business. Delays
and disruptions due to supply problems could impair our ability to satisfy
customers, generate revenue and conduct our business.
Moreover,
we do not have exclusive rights for the products that we sell and so we face
competition across all categories and are potentially vulnerable to supply
shortages that could result therefrom. Our inability to hold sole or exclusive
distribution rights for our products could potentially lead to supply shortages
of the products that we sell and could impair our ability to satisfy our
customers, generate revenue and conduct our business.
Tradeshow
does not directly manufacture any of the products that the Company sells.
Because we generate our revenue from the sales of goods via direct sell
marketing, we do not need to purchase raw materials for the manufacture of
the
products we sell. As such, we depend on our suppliers to stock the products
that
we sell.
Customers
As
a
specialty product branding and retail company, Tradeshow does not depend on
one
or a few major customers to sustain or grow its business. Tradeshow sells
products to a growing and diversified range of clientele. As such,
Tradeshow is not sensitive to the loss of a few customers or any one specific
customer; yet, the Company continually strives to establish strong customer
relations and complete client satisfaction. As a part of its long-term business
strategy, the Company plans to execute a comprehensive marketing and sales
strategy so that it may continue to add to build its client base and grow
revenues. (see “Marketing Strategy” above).
We
acknowledge that our success is substantially dependent on the establishment
of
new customers and the growth of our customer base. Accordingly, we recognize
that our ability to attract new customers will depend on a variety of factors,
including the quality and affordability of the products and services we offer,
as well as our ability to effectively market our products and services. If
we
fail to increase our customer base and generate repeat and expanded business
from our current customers, our business and operating results would be
seriously harmed.
Trademarks,
Copyrights, Patents
All
source materials on Tradeshow’s planned Internet e-commerce website will be
copyrighted content. Unauthorized use of the content found on Trade Show’s
website is prohibited.
The
Company recognizes that the legal protection afforded by a copyright or
registered trademark is limited. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or
to
obtain and use our proprietary information. Litigation may be necessary to
enforce our intellectual property rights, to protect our trade secrets and
to
determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and diversion of resources and
could significantly harm our business and operating results.
Management
has engaged trademark, copyright and patent experts and attorneys regarding
products it intends to develop, but is not certain how its business may be
affected by the application of existing laws governing issues such as property
ownership, copyrights, trademarks and other intellectual property issues of
its
Internet operations. The vast majority of these laws were adopted prior to
the
advent of the Internet. As a result, they do not contemplate or address the
unique issues of the Internet and related technologies. Changes in laws that
are
intended to address these issues could create uncertainty in the Internet market
place. This uncertainty could reduce demand for the Company’s services or its
cost of doing business may increase as a result of litigation costs or increased
service delivery costs. (See additional “Risk Factors” factors
below)
Governmental
Approval
At
present, Tradeshow does not need to obtain governmental approval to market
and
sell products, including the Company’s plan to sell products at tradeshows, mall
and over the Internet. Trade show marketing and sales, and e-Commerce and
Internet retail is not a government regulated industry, but is subject to the
laws and regulations generally applicable to businesses and directly applicable
to offline and online commerce. Notably, Tradeshow promotes best practices
and
ethical business conduct in relation to the Company’s corporate culture and its
day-to-day operations.
The
Company initiates sales via its e-Commerce Internet site, and as Internet use
for commerce gains popularity, it is possible that a number of laws and
regulations may be adopted with respect to the Internet, which may cover issues
such as user privacy, freedom of expression, pricing, content and quality of
products and services, taxation, advertising, intellectual property rights
and
information security. Furthermore, the growth of online commerce may prompt
calls for more stringent consumer protection laws.
Management
does not contemplate providing personal information regarding the Company’s
customers to third parties. However, the adoption of additional consumer
protection laws could create uncertainty in Web usage and reduce the demand
for
the Company’s products and services.
Management
is not certain how its business may be affected by the application of existing
laws governing issues such as property ownership, copyrights, encryption and
other intellectual property issues, taxation, libel and export or import
matters. The vast majority of these laws were adopted prior to the advent of
the
Internet. As a result, they do not contemplate or address the unique issues
of
the Internet and related technologies. Changes in laws that are intended to
address these issues could create uncertainty in the Internet market place.
This
uncertainty could reduce demand for the Company’s services or its cost of doing
business may increase as a result of litigation costs or increased service
delivery costs.
In
addition, because the Company’s services are intended to be made available over
the Internet in multiple states and foreign countries, other jurisdictions
may
claim that the Company is required to qualify to do business in that state
or
foreign country. The Company’s failure to qualify in a jurisdiction where it is
required to do so could subject it to taxes and penalties. It could also hamper
the Company’s ability to enforce contracts in these jurisdictions. The
application of laws or regulations from jurisdictions whose laws do not
currently apply to the business could have a material adverse effect on the
business, results of operations and financial condition.
Governmental
Approval-Franchising
The
Company intends to expand franchise arrangements to expand its operations and
revenue base. The Company’s future growth may be dependent upon new franchisees
and the manner in which they operate and develop their Sandstrom locations
to
promote and develop the Company’s concept and its reputation for quality and
value. To date, the Company has not sold any franchises. There can be no
assurance that this franchisee or additional franchisees will have the business
abilities or access to financial resources necessary to open Sandstrom locations
or operate such locations in their franchise areas in a manner consistent with
the Company’s concepts and standards. In addition, because the Company believes
that a potential franchisee’s total estimated investment relating to a Sandstrom
location is generally low, the Company may be more likely to attract franchisees
with limited franchise experience and limited financial resources.
As
a
result of its franchising activity, the Company is be subject to Federal Trade
Commission ("FTC") regulation and various state laws that govern the offer,
sale
and termination of, and refusal to renew, franchises. Several state laws also
regulate substantive aspects of the franchisor-franchisee relationship. The
FTC
requires the Company to furnish prospective franchisees a franchise offering
circular containing prescribed information. A number of states in which the
Company might consider franchising also regulate the sale of franchises and
require registration of the franchise offering circular with state authorities.
Substantive state laws that regulate the franchisor-franchisee relationship
presently exist in substantial number of states, and bills have been introduced
in Congress from time to time which would provide for federal regulation of
the
franchisor-franchisee relationship in certain respects. The state laws often
limit, among other things, the duration and scope of non-competition provisions
and the ability of a franchisor to terminate or refuse to renew a
franchise.
Business
Development Costs
Management
intends to recoup business development costs over the normal course of future
business activity.
Compliance
with Environmental Laws
Tradeshow
is not impacted by the costs and effects of compliance with environmental laws,
other than the laws and regulations generally applicable to businesses.
Tradeshow operates with a high level of respect for and promotes the protection
of the environment, and is not aware of circumstances that would create any
significant financial responsibility for environmental matters.
Employees
We
do not
expect significant changes in the number of people we employ over the next
twelve months. The Company currently has 7 full-time employees who work in
the
Company’s office in Scottsdale Arizona and two retail stores in
Phoenix, Arizona, and 4 full-time consultants. The Company plans to hire
additional staff, on an as needed basis, in the event that the Company acquires
additional corporate owned retail stores. However, in the event that we do
not
acquire additional corporate stores, then we will not be hiring additional
employees. The Company plans to hire individuals on a consultancy basis to
oversee the Company’s Sandstrom franchise operations, on an as needed basis,
provided the level of sales of franchises warrants the hire of consultants.
Franchisees will be responsible for the hire of their own sales
staff.
Available
Information
We
file
electronically with the Securities and Exchange Commission our annual reports
on
Form 10-KSB, quarterly reports on Form 10-QSB, and current reports on Form
8-K,
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
You may obtain a free copy of our reports and amendments to those reports on
the
day of filing with the SEC by going to
http://www.sec.gov
.
Copies
of this, and all future
reporting materials filed with the SEC may be obtained at the SEC’s Public at
100 F Street, N.E., Washington, D.C. 20549 and/or obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In
addition, the Company intends to be an electronic filer and as such, all
items
filed by the Company are available through an Internet site maintained by
the
SEC which contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which
site
is available at
http://www.sec.gov
.
The contents of these are not
incorporated into this filing. Further, the Company’s references to the URLs for
these are intended to be inactive textual references
only.
Risk
Factors
The
Company has a limited operating history upon which to base an evaluation of
the
business and prospects. Our business and prospects must be considered in light
of the risks, expenses and difficulties frequently encountered by companies
in
an early stage of development, particularly companies in new and rapidly
evolving markets, including online commerce. As a result of our limited
operating history, it is difficult to accurately forecast net sales and
management has limited historical financial data upon which to base planned
operating expenses. Management based our current and future expense levels
on
operating plans and estimates of future net sales. Sales and operating results
are difficult to forecast because they generally depend on the volume and timing
of the orders received, which is uncertain. As a result, management may be
unable to adjust its spending in a timely manner to compensate for any
unexpected revenue shortfall. This inability could cause potential losses from
operations for a given period to be greater than expected.
FUTURE
LOSSES AND NEGATIVE CASH FLOW MAY OCCUR, WHICH MAY LIMIT OR DELAY THE ABILITY
TO
BECOME PROFITABLE.
Since
incorporation, the Company has expended resources on technology, website
development, hiring of personnel and startup costs. Because the Company expects
to incur additional costs and expenses related to: brand development, marketing
and other promotional activities; the expansion of fulfillment operations,
which
includes supply procurement, order receipt, packaging and shipment; the
continued development of the website, systems and staff; the expansion of
product offerings and website content; and development of relationships with
strategic business partners. The Company’s ability to be profitable depends on
its ability to generate sufficient net sales while maintaining reasonable
expense levels. The Company cannot be certain that it will be able to sustain
net sales at the level required to achieve profitability on a quarterly or
annual basis in the future.
FLUCTUATIONS
IN NET SALES CAN CAUSE QUARTERLY RESULTS TO FLUCTUATE AND COULD CAUSE ANNUAL
RESULTS TO BE BELOW EXPECTATIONS.
A
number
of factors will cause gross margins to fluctuate in future periods, including
the combinations of products sold, marketing and supply decisions, inbound
and
outbound shipping and handling costs, the level of product returns and the
level
of discount pricing and promotional coupon usage. Any change in one or more
of
these factors could reduce gross margins in future periods. Management expects
to experience fluctuations in net sales that will cause quarterly fluctuations
in operating results. Due to the fact that the Company has a limited operating
history, it is always difficult to predict the future sales patterns. If net
sales are below expectations during any given quarter, annual operating results
could be below the expectations of securities analysts and investors. In the
event this occurs, the trading price of the common stock may decline
significantly.
INABILITY
TO OBTAIN SUFFICIENT QUANTITIES OF KEY PRODUCTS, NET SALES COULD
DECREASE.
If
the
Company is not able to offer its customers a sufficient supply and selection
of
products in a timely manner, it could lose customers and net sales could be
below expectations. Success depends on the ability to purchase products in
sufficient quantities at competitive prices. As is common in the industry,
the
Company expects not to have long-term or exclusive arrangements with any
manufacturer, distributor or broker that guarantee the availability of products
for resale. From time to time, the Company may have trouble obtaining sufficient
allocations of key products. In addition, key suppliers may have established
and
may expand their own retailing efforts, which may impact the ability to get
sufficient product allocations from suppliers. Therefore, there is no
predictable or guaranteed supply of products.
OUR
ABILITY TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.
The
tradeshow industry is new, rapidly evolving and intensely competitive.
Management expects competition to intensify in the future because barriers
to
entry are low, and current and new competitors can enter the market at a
relatively low cost and with little difficulty. Increased competition is likely
to result in price pressure, reduced gross margins and loss of market share,
any
of which could seriously harm net sales and operating results. The Company
potentially competes with a variety of other companies, including: traditional
retailers, which may compete with both an online and offline
presence.
Many
of
the competitors have longer operating histories, larger customer or user bases,
greater brand recognition and significantly greater financial, marketing and
other resources than does the Company. Many of these current and potential
competitors can devote substantially more resources to marketing, merchandising
and systems development than can the Company. In addition, larger,
well-established and well-financed entities may acquire, invest in or form
joint
ventures with our competitors.
INABILITY
TO BUILD AWARENESS OF THE COMPANY’S BRAND MAY PROHIBIT THE COMPANY FROM
COMPETING EFFECTIVELY AGAINST COMPETITORS WHO HAVE GREATER NAME RECOGNITION
AND
SALES COULD BE ADVERSELY AFFECTED.
If
the
Company is unable to economically achieve or promote and maintain its brand,
its
business, results of operations and financial condition could suffer. Management
believes that the importance of brand recognition will increase as more
companies engage in commerce over the Internet. Development and awareness of
our
brand will depend largely on the Company’s success in increasing its customer
base. If the leading brands do not perceive the Company as an effective
marketing and sales channel for their merchandise, or consumers do not perceive
the Company as offering a desirable way to purchase merchandise, the Company
may
be unsuccessful in promoting and maintaining its brand. Furthermore, in order
to
attract and retain customers and to promote and maintain its brand in response
to competitive pressures, management plans to gradually increase the Company’s
marketing and advertising budgets and otherwise to increase substantially its
financial commitment to creating and maintaining brand loyalty among vendors
and
consumers.
INTELLECTUAL
PROPERTY CLAIMS AGAINST THE COMPANY CAN BE COSTLY AND COULD IMPAIR
BUSINESS.
Other
parties may assert infringement or unfair competition claims against the Company
in the event the Company unintentionally sells a product that is a “knock off”
(an unauthorized copy or imitation of a product) or manufactures a private
label
product, and unintentionally infringes on the intellectual property of another
company, organization or individual. Management cannot predict whether we will
do so, or whether any future assertions or prosecutions will harm the business.
If the Company is forced to defend against any infringement claims, whether
they
are with or without merit or are determined in the Company’s favor, then the
Company may face costly litigation, diversion of technical and management
personnel, or product shipment delays. Further, the outcome of a dispute may
be
that management would need to enter into royalty or licensing agreements.
Royalty or licensing agreements, if required, may be unavailable on terms
acceptable to management, or may just be unavailable.
Our
policy is to ensure that all of the products that we sell are original and
do
not infringe on a copyright or a trademark. We will not knowingly sell an
unauthorized copy or imitation of a product. Despite our efforts and diligence,
there is a possibility that we may unknowingly, unwittingly and unintentionally
feature and sell a product that infringes on a copyright or patent. Management
cannot predict whether we will do so, or whether any future assertions or
prosecutions will harm the business.
IF
THE PROTECTION OF PROPOSED TRADEMARKS AND PROPRIETARY RIGHTS IS INADEQUATE,
BRAND AND REPUTATION COULD BE IMPAIRED AND CUSTOMERS COULD BE
LOST.
The
Company intends to take steps to protect proprietary rights, which steps may
be
inadequate. Management regards copyrights, service marks, trademarks, trade
dress, trade secrets and similar intellectual property as critical to its
success. The Company intends to rely heavily on trademark and copyright law,
trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect proprietary rights.
Effective trademark, service mark, copyright and trade secret protection may
not
be available in every country in which the Company intends to sell its products
and services online. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights
is
unclear. Therefore, the Company may be unable to prevent third parties from
acquiring domain names that are similar to, infringe upon or otherwise decrease
the value of intended trademarks and other proprietary
rights.
THE
LOSS OF THE SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL, OR A FAILURE TO
ATTRACT, ASSIMILATE AND RETAIN OTHER HIGHLY QUALIFIED PERSONNEL IN THE FUTURE,
COULD DISRUPT OPERATIONS AND RESULT IN LOSS OF NET
SALES.
The
Company’s future performance will depend on the continued services of its
management and key personnel and the ability to attract additional management
and key personnel. The loss of the services of one or more of the key personnel
could seriously interrupt business. Management depends on the continued services
and performance of the senior management and other key personnel. The future
success also depends upon the continued service of the executive officers and
other key sales, marketing and support personnel.
OUR
DEPENDENCE ON INCREASING USE OF THE INTERNET AND ON THE GROWTH OF ONLINE
COMMERCE.
The
Company’s future revenues substantially depend upon the increased acceptance and
use of the Internet and other online services as a medium of commerce. Rapid
growth in the use of the Internet and online commerce is a recent phenomenon.
As
a result, acceptance and use may not continue to develop at historical rates
and
a sufficiently broad base of customers may not adopt, and/or continue to use,
the Internet and online services as a medium of commerce. Demand and market
acceptance for recently introduced services and products over the Internet
are
subject to a high level of uncertainty and there exist few proven services
and
products.
In
addition, the Internet may not be accepted as a viable long-term commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development
of
enabling technologies and performance improvements. If the Internet continues
to
experience significant expansion in the number of users, frequency of use or
bandwidth requirements, the infrastructure for the Internet may be unable to
support the demands placed upon it. In addition, the Internet could lose its
viability as a commercial medium due to delays in the development or adoption
of
new standards and protocols required to handle increased levels of Internet
activity, or due to increased governmental regulation. Changes in, or
insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally.
The
Company’s business, financial condition and results of operations would be
seriously harmed if: use of the Internet and other online services does not
continue to increase or increases more slowly than expected; the infrastructure
for the Internet and the Company’s systems infrastructure does not effectively
support expansion that may occur; the Internet and other online services do
continue to be a viable commercial marketplace; or traffic to the website
decreases or fails to increase as expected or if management spends more than
was
expected to attract visitors to the website.
REQUIREMENTS
TO CHANGE THE MANNER IN WHICH THE COMPANY CONDUCTS BUSINESS IF GOVERNMENT
REGULATION INCREASES.
The
adoption or modification of laws or regulations relating to the Internet could
adversely affect the manner in which the Company proposes to conduct its
business. In addition, the growth and development of the market for online
commerce may lead to more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on the Company. Laws
and
regulations directly applicable to communications or commerce over the Internet
are becoming more prevalent. The United States Congress has enacted Internet
laws regarding children’s privacy, copyrights, taxation and the transmission of
sexually explicit material. The European Union recently enacted its own privacy
regulations. Laws regulating the Internet, however, remain largely unsettled,
even in areas where there has been some legislative action. It may take years
to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel, and taxation apply to the Internet.
In
order
to comply with new laws regulating online commerce, the Company may need to
modify the manner in which it proposes to do business, which may result in
additional expenses. For instance, new laws may require that the Company modify
or change the way it represents and/or advertises products on its e-commerce
web
site to comply with the applicable new laws. The Company may need to spend
time
and money revising the process by which it intends to fulfill customer orders
to
ensure that each shipment complies with the applicable new laws. The Company
may
need to hire additional personnel to monitor compliance with the applicable
new
laws. The Company may also need to modify its software to further protect
customers’ personal information.
GOVERNMENT
REGULATION WITH REGARDS TO THE COMPANY'S FRANCHISE PLANS MANY HAVE AN ADVERSE
EFFECT ON THE BUSINESS OF THE COMPANY.
The
sale
of franchises is regulated by various state laws, as well as by the Federal
Trade Commission (the “FTC”). The FTC requires that franchisors make extensive
disclosure to prospective franchisees, although it does not require registration
of offers to prospective franchisees. A number of states require registration
and disclosure in connection with franchise offers and sales. In addition,
several states have “franchise relationship laws” that limit the ability of
franchisors to terminate franchise agreements or to withhold consent to the
renewal or transfer of these agreements. While the Company’s franchising
operations currently are not materially adversely affected by such regulations,
the Company cannot predict the effect any future legislation or regulation
may
have on its business operations or financial condition.
LIABILITY
FOR THE INTERNET CONTENT THAT IS PUBLISHED.
As
a
publisher of online content, the Company faces potential liability for
defamation, negligence, copyright, patent or trademark infringement, or other
claims based on the nature and content of materials that it publishes or
distributes. If the Company faces liability, then its reputation and its
business may suffer. In the past, plaintiffs have brought these types of claims
and sometimes successfully litigated them against online companies. In addition,
the Company could be exposed to liability with respect to the unauthorized
duplication of content. Although the Company intends to carry general liability
insurance, such insurance may not cover claims of these types. The Company
cannot be certain that it will be able to obtain insurance to cover the claims
on reasonable terms or that it will be adequate to indemnify the management
or
the Company for all liability that may be imposed. Any imposition of liability
that is not covered by our insurance or is in excess of insurance coverage
could
harm the business. in the event the Company unintentionally uses a registered
name or other copyrighted or trademarked material, such as the unauthorized
or
unintentional duplication of content.
INABILITY
TO MEET FUTURE CAPITAL REQUIREMENTS.
The
Company cannot be certain that additional financing will be available on
favorable terms when required, or at all. If the Company raises additional
funds
through the issuance of equity, equity-related or debt securities, the
securities may have rights, preferences or privileges senior to those of the
rights of the common stock and those stockholders may experience additional
dilution. Management currently anticipates that the private financing done
to
date, together with expected revenues, will be sufficient to meet anticipated
needs for working capital and capital expenditures through at least the next
12
months. After that, the Company may need to raise additional
funds.
THE
COMMON STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES
FOR
INDIVIDUAL STOCKHOLDERS.
The
market price for the Company’s common stock is likely to be highly volatile and
subject to wide fluctuations in response to factors including the following,
some of which are beyond the Company’s control: actual or anticipated variations
in the quarterly operating results; announcements of technological innovations
or new products or services by the Company or its competitors; changes in
financial estimates by securities analysts; conditions or trends in the Internet
and/or online commerce industries; changes in the economic performance and/or
market valuations of other online commerce or retail companies; announcements
by
management or competitors of significant acquisitions, strategic partnerships,
joint ventures or capital commitments; additions or departures of key personnel;
and potential litigation.
In
addition, the stock market has from time to time experienced extreme price
and
volume fluctuations. These broad market fluctuations may adversely affect the
market price of the Company’s common stock.
DUE
TO STOCK PRICE VOLATILITY, THE COMPANY COULD FACE A SECURITIES CLASS ACTION
LAWSUIT.
In
the
past, following periods of volatility in the market price of their stock, many
companies have been the subject of securities class action litigation. If the
Company was sued in a securities class action, it could result in substantial
costs and a diversion of management’s attention and resources and would cause
the stock price to fall.
The
decision to pay dividends, if any, will be at the discretion of the Company’s
Board of Directors.
YOU
MAY HAVE TO LOOK TO PRICE APPRECIATION ALONE FOR ANY RETURN ON YOUR
INVESTMENT.
Some
investors favor companies that pay dividends, particularly in general downturns
in the stock market. We have not declared or paid any cash dividends on
our common stock. We currently intend to retain any future earnings for
funding growth, and we have no immediate plans at this time to pay a dividend.
Because we may not pay dividends, your return on this investment likely depends
on your selling our stock at a profit.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
.
We
are
currently not exposed to any significant financial market risks from changes
in
foreign currency exchange rates or changes in interest rates and do not use
derivative financial instruments. All of our revenue and capital spending is
transacted in U.S. and Canadian dollars. However, in the future, we may enter
into transactions in other currencies. An adverse change in exchange rates
would
result in a decline in income before taxes, assuming that each exchange rate
would change in the same direction relative to the U.S. and Canadian dollars.
In
addition to the direct effects of changes in exchange rates, such changes
typically affect the volume of sales or foreign currency sales price as
competitors’ products become more or less attractive.
Shares
of
our common stock may be “penny stocks”. Risks Associated with Penny Stock
Classification: The Company’s stock is subject to
“penny stock” rules as defined in 1934 Securities and
Exchange Act rule 3151-1. The Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in “penny stocks”. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted
on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The
penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which (i) contained a description of the
nature and level of risk in the market for penny stocks in both public offerings
and secondary trading; (ii) contained a description of the broker’s or dealer’s
duties to the customer and of the rights and remedies available to the customer
with respect to violation to such duties or other requirements of Securities’
laws; (iii) contained a brief, clear, narrative description of a dealer market,
including “bid” and “ask” prices for penny stocks and significance of the spread
between the “bid” and “ask” price; (iv) contains a toll-free telephone number
for inquiries on disciplinary actions; (v) defines significant terms in the
disclosure document or in the conduct of trading in penny stocks; and (vi)
contains such other information and is in such form (including language, type,
size and format), as the Commission shall require by rule or regulation. The
broker-dealer also must provide, prior to effecting any transaction in penny
stock, the customer (i) with bid and offer quotations for the penny stock;
(ii)
the compensation of the broker-dealer and its salesperson in the transaction;
(iii) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (iv) month account statements showing the market value of each
penny stock held in the customer’s account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement.
These
disclosure requirements may have the effect of reducing the trading activity
in
the secondary market for a stock that becomes subject to the penny stock rules.
If any of the Company’s securities become subject to the penny stock rules,
holders of those securities may have difficulty selling those securities.
Item
2. Description of Properties
The
Company’s head office is located at 4550 East Cactus Rd, Suite 220 Phoenix,
Arizona where the Company also operates one of its retail Sandstrom On TV
stores. The Company believes its existing facilities will be adequate to
meet its anticipated needs for the foreseeable future.
Tradeshow
recently acquired the assets and sub-leases of two “As Seen On TV” retail stores
in Phoenix, Arizona. The Company changed the name of the stores to Sandstrom
OnTV.
The
aggregate monthly payment for both leases is $ $9,830 or $117,969 per
year. The lease on the Paradise Valley store expires in December 2009, and
the lease on the Arrowhead store expires in December 2011. The Company also
leases office space in the Scottsdale Airpark. The monthly payment is $5,432
or
$65,184 per year. The office lease expires in February 2010 with an option
for a
2 year renewal. The Company’s wholly owned subsidiary, Sandstrom ONTV Company,
is the named tenant on each of such leases.
Item
3. Legal Proceedings
We
are
not currently involved in any legal proceedings.
Item
4. Submission of Matters to a Vote of Security Holders
None.
|
Item
5
.
|
Market
for the Company’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity
Securities
|
Price
Range of Our Common Stock
Our
common stock has been traded in the United States on the National Quotation
Bureau, commonly referred to as the “Pink Sheets” under the symbol “TSHO” since
November 2004. The following table sets forth, in U.S. dollars and in
dollars and cents (in lieu of fractions), the high and low sales prices for
each
of the calendar quarters indicated, as reported by the National Quotation Bureau
("Pink Sheets"). The prices in the table may not represent actual
transactions.
|
|
|
Bid
|
|
|
|
Quarter
|
|
High
|
|
Low
|
|
|
|
2004
|
|
|
|
|
|
|
|
November-
2004
|
|
$
|
0.15
|
|
$
|
0.12
|
|
|
|
2005
|
|
|
|
|
|
|
|
Dec
- Feb 2005
|
|
$
|
0.15
|
|
$
|
0.097
|
|
|
|
Mar
- May 2005
|
|
$
|
0.49
|
|
$
|
0.13
|
|
|
|
Jun
- Aug 2005
|
|
$
|
0.50
|
|
$
|
0.25
|
|
|
|
Sept
– Nov 2005
|
|
$
|
0.50
|
|
$
|
0.32
|
|
|
|
2006
|
|
|
|
|
|
|
|
Dec
- Feb 2006
|
|
$
|
0.45
|
|
$
|
0.28
|
|
|
|
Mar
- May 2006
|
|
$
|
0.43
|
|
$
|
0.19
|
|
|
|
Jun
- Aug 2006
|
|
$
|
0.24
|
|
$
|
0.20
|
|
|
|
Sept
– Nov 2006
|
|
$
|
0.24
|
|
$
|
0.12
|
|
|
|
2007
Fiscal Year
|
|
|
|
|
|
|
|
|
|
Dec
– Feb
|
|
$
|
0.38
|
|
$
|
0.20
|
|
|
|
Mar
– May
|
|
$
|
0.74
|
|
$
|
0.28
|
|
|
|
|
|
|
|
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*
Trading commenced November 2004
Our
common stock is subject to rules adopted by the Commission regulating broker
dealer practices in connection with transactions in “penny stocks.” Those
disclosure rules applicable to “penny stocks” require a broker dealer, prior to
a transaction in a “penny stock” not otherwise exempt from the rules, to deliver
a standardized list disclosure document prepared by the Securities and Exchange
Commission. That disclosure document advises an investor that investment in
“penny stocks” can be very risky and that the investor’s salesperson or broker
is not an impartial advisor but rather paid to sell the shares. The disclosure
contains further warnings for the investor to exercise caution in connection
with an investment in “penny stocks,” to independently investigate the security,
as well as the salesperson with whom the investor is working and to understand
the risky nature of an investment in this security. The broker dealer must
also
provide the customer with certain other information and must make a special
written determination that the “penny stock” is a suitable investment for the
purchaser and receive the purchaser’s written agreement to the transaction.
Further, the rules require that, following the proposed transaction, the broker
provide the customer with monthly account statements containing market
information about the prices of the securities.
These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for our common stock. Many brokers may be
unwilling to engage in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for stockholders
to
dispose of their shares.
On
May
15, 2007, the Company issued 1,006,000 Rule 144 restricted shares of its
common
stock at $0.25 per share pursuant to various subscription agreements
for an aggregate of $251,500 cash. These shares were sold to various
accredited investors and/or friends and family of Company
affiliates. The Company believes that the 1,006,000 shares were
exempt from registration under Section 4(2) of the Securities
Act.
As
of May
31, 2007 the Company had approximately fifty holders of record of its Common
Stock. This does not include beneficial owners holding shares in street
name.
The
Company issued a total of 2,473,250 shares of its Common Stock during fiscal
year ended May 31, 2007. Of those shares, 605,750 shares were for services,
400,000 shares were issued for conversion of debt to Common Stock, and 47,500
were additional shares issued related to the July 2005 Asset Purchase Agreement.
1,740,000 were issued to investors pursuant to a private offering. We received
net proceeds of $440,400 and used those funds primarily for operating expenses
including expenses relayed to the franchise development division. We
issued these shares in a transaction exempt from registration under
Section 4(2) of the Securities Act.
Dividend
Policy
We
have
not declared or paid cash dividends on our common stock since our inception.
We
intend to retain all future earnings, if any, to fund the operation of our
business, and, therefore, do not anticipate paying dividends in the foreseeable
future. Future cash dividends, if any, will be determined by our board of
directors.
Item
6. Management’s Discussion and Analysis or Plan of
Operation.
The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein. In connection with, and because
we
desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not
in
future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and
many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could
cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update
forward-looking statements.
Nature
of Business
The
Tradeshow Marketing Company commenced business operations on December 03, 2003.
Over the past twenty years, Tradeshow’s management team and demonstration
professionals have worked in the direct sales industry, directly marketing
a
variety of products to consumers at trade shows, malls, fairs and exhibitions
throughout Canada and the United States. The Company’s product categories
include specialty household, beauty and fitness, home and garden and electronics
products. The products we retail are generally small ticket items, are
innovative, and desired by the target audience. Price points for our products
typically start in the $50 range and our target demographic is in the $50,000
-
$100,000 annual income range.
Products
from various suppliers that we have sold in the past include:
|
Ø
|
Ontel
Products: “As Seen On TV” products that include the Swivel Sweeper, Glass
Wizard and AB Master;
|
|
Ø
|
American
Direct (TriStar): product supplied includes the Lateral Thigh Trainer
and
Jack Lalanne’s Power Juicer;
|
|
Ø
|
Cava
Industries: supplies the Cold Heat Soldering Tool and Smart Spin
containers;
|
|
Ø
|
ITW
Space Bags: supplies Space Bags for
storage;
|
|
Ø
|
Orange
Glow International: suppliers of cleaning products OxiClean, Orange
Glo, and Kaboom, among others; and,
|
|
Ø
|
Overbreak:
supplies toys that include Hover Disc, Hover Copter and Rainbow
Art.
|
Sales
volumes for products fluctuate. No one particular product represents a material
portion of our revenues for the entire fiscal year. Rather, annual gross sales
are derived from numerous products, with eight to ten feature products, on
average, being the biggest sellers.
For
the
year ended May 31, 2007 the bulk of our sales revenue (79%) came from our
retail
stores. Our Internet sales commenced in February 2006 and have experienced
moderate growth, comprising 11% of total sales for the 4 month period
from Feb 1, 2006 to May 31, 2006. For the year ended May 31, 2007, the Company’s
sales from tradeshows decreased dramatically due primarily to a decision
not to
attend any tradeshows, as sales efforts were being focused on the retail
and
internet channels.
Measures
taken to Build Infrastructure.
To
date,
the Company has sold product at a number of venues that includes trade shows,
malls (kiosks) fairs, exhibitions in the following cities: Canada: Vancouver,
Abbotsford, Victoria, Nanaimo (includes mall kiosks), Calgary, Edmonton, Regina,
Saskatoon, Winnipeg, Toronto (every second year); United States: Puyallup,
WA,
Tacoma, WA, Pomona, CA, Phoenix AZ.
On
July
20, 2005, Tradeshow acquired the assets and sub-leases of two retail stores
in
the Arrowhead and Paradise Valley Malls in Phoenix, Arizona. Following the
acquisition, the Company changed the name of the two stores to “Sandstrom OnTV”.
The Company’s Sandstrom OnTV stores feature a unique and diverse mix of
innovative consumer products, which includes the same merchandise that the
Company demonstrates and sells at tradeshow venues, and on the company
website.
Acquisition
of Productive Assets.
The
acquisition of the two retail stores was an acquisition of productive assets,
as
the Company purchased the assets of, and assumed the leases for, both
retail businesses. The Company also received the rights to use the “As Seen On
TV” trade name for the stores, but has decided to use the name Sandstrom OnTV”
instead. The Company acquired $30,149 dollars of inventory and equipment in
the
acquisition. The assets acquired included an inventory of “as seen on TV”
like products valued at the time of the transaction at $20,149 (based on the
products wholesale prices; the retail value is approximately double that
figure), and store fixtures, such as shelving, displays casing video
surveillance equipment, computers, a cash register and a credit card machine,
the value of which was deemed to be $10,000.
Currently,
each store is fully operational and is open for business during regular mall
hours. Both stores are staffed. There are seven full-time employees (as at
August 2007).
The
approximate square footage of each store is 530 sq feet.
The
Company has two operating leases for retail outlets located in the Arrowhead
and
Paradise Valley Malls, Arizona with aggregate monthly payment of $9,830 or
$117,969 per year. The lease on Paradise Valley store expires in December 2009,
and the lease on Arrowhead store expires in December 2011. The numbers shown
below assume that the Company will be able to renew its lease or sublease and
continue to operate these facilities at the current rate:
|
|
|
Year
1
|
|
|
Year
2
|
|
|
Year
3
|
|
|
Year
4
|
|
|
Year
5
|
|
|
Retail
Outlets
|
|
$
|
117,969
|
|
|
$
|
117,969
|
|
|
|
117,969
|
|
|
|
117,969
|
|
|
$
|
117,969
|
|
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
financial statements are based on accounting principles generally accepted
in
the United States of America, many of which require management to make
significant estimates and assumptions. We believe that the following are some
of
the more critical judgment areas in the application of our accounting policies
that currently affect our financial condition and results of
operation.
Revenue
recognition.
We recognize revenue at the point of sale at our retail
stores, at our trade shows and over the Internet. We do not carry any accounts
receivable and all sales are final. No warranties are expressed or offered
on
any goods except that of the manufacturer, which they support
directly.
Merchandise
inventories.
We record inventory at lower of cost (first-in, first-out
method) or market value. We reduce the carrying value of our inventory for
estimated obsolescence or unmarketable inventory by an amount equal to the
excess of the cost of inventory over the estimated market value based upon
assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
reserves may be required.
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.
Stock
Based Compensation.
The Company accounts for
its stock based compensation based upon provisions in SFAS No. 123,
Accounting for Stock-Based Compensation
. In this statement stock
based compensation is divided into two general categories, based upon who the
stock receiver is, namely: employees/directors and
non-employees/directors. The employees/directors category is further
divided based upon the particular stock issuance plan, namely compensatory
and
non-compensatory. The employee/directors non-compensatory securities are
recorded at the sales price when the stock is sold. The compensatory stock
is calculated and recorded at the securities’ fair value at the time the stock
is given. SFAS 123 also provides that stock compensation paid to
non-employees be recorded with a value which is based upon the fair value of
the
services rendered or the value of the stock given, whichever is more
reliable. The Company has selected to utilize the fair value of the stock
issued as the measure of the value of services obtained.
Operations
for the Next Twelve Months
The
two
mall-based stores in Phoenix, AZ, may bolster the Company’s potential ability to
generate revenue, as the stores share synergies with Tradeshow’s overall
business model and revenue objectives; and (2) each store location is a turnkey
operation in trafficked malls that are open seven days a week. In addition,
the
Company changed the name of the stores, with the intention to (1) reflect a
change in ownership and management; (2) to establish the “Sandstrom” name as a
recognizable retail destination and a proprietary private label brand; and
(3)
to establish a platform from which to launch its franchise concept.
Sandstrom
OnTV Corporate Stores and the Sandstrom Franchise model.
The
two
Sandstrom stores in Phoenix, AZ, marks the beginning of Tradeshow’s plan to (1)
operate corporate stores and (2) to offer a franchised retail business on a
“stand-alone” basis or as a bundle of franchised stores that are exclusive to a
specific region or territory. The Company’s two Sandstrom stores will serve as
the model for its franchise retail offering. Management plans to streamline
the
operating procedures of the existing Phoenix stores, as well as to improve
the
look and feel of these stores, as they will serve as a model for future
franchisees. Management has bundled and offers the rights to multiple
store franchises based on territorial exclusivity.
To
implement our franchise concept and strategy, we engaged Norm Friend, a
franchising expert, to create an area franchising development strategy for
the
Company’s Sandstrom stores. Mr. Friend has written several books on franchising
and wrote the Company’s manuals for franchise offerings. The manuals and the
franchise plan were completed and submitted to the Company November 3,
2005. Although Mr. Friend still serves on the board of directors and
offers his valuable input on February 07, 2007 the company announced Mr. Tim
McCarthy as VP of franchise sales. Tim's proven expertise in franchise
development, specialty retail, training and sales will enable the Company to
move forward decisively in its franchising
efforts.
Additionally,
over the next twelve months, the Company will continue to introduce and sell
a
diverse mix of innovative merchandise directly to consumers through tradeshows,
its mall based retail stores, and via internet sales.
The
Company has developed an e-Commerce website so that it may offer the latest
products to consumers online, promote the Company’s sales channels, and increase
its marketing reach. The Company’s e-Commerce website features the same products
that the Company demonstrates at trade shows and in its mall-based retail
stores.
The
Company has sufficient cash on hand to finance operations for the next twelve
months. Management anticipates that it may raise additional capital, ad hoc,
from individuals who are keen to invest in the Company. Management will use
any
funds raised to execute and fulfill the business objectives as outlined above,
namely, for franchise development and expansion, for the possible addition
of
corporate stores, and for the further development of the Company’s e-commerce
website.
The
combination of existing cash, expected revenues and possible debt and/or equity
financing, is intended to provide the Company with sufficient operating capital
for the coming twelve months, to May 31, 2008. In the event that management
does
raise additional capital, it will do so through the issuance of additional
financings via private placements and/or related party advances. To the extent
that additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution for our
stockholders. There can be no assurance that additional funding will be
available on favorable terms. If adequate funds are not available within the
next twelve months, we may be required to further curtail or suspend operations.
In the alternative, we may seek funding through arrangements with collaborative
partners or others that may require us to relinquish rights that we would not
otherwise relinquish.
RESULTS
OF OPERATIONS
A
summary of our operating results is
presented below. This discussion includes our results presented on the basis
required by Generally Accepted Accounting Principles.
|
|
|
Year
ended May 31
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Percentage
of Total Revenues
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Net
store sales
|
|
|
85
|
%
|
|
|
79
|
%
|
|
Net
Internet sales
|
|
|
15
|
|
|
|
11
|
|
|
Net
Tradeshow Sales
|
|
|
0
|
|
|
|
10
|
|
|
Total
Revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
Cost
of products
|
|
|
53.1
|
|
|
|
56.1
|
|
|
General and Administrative
|
|
|
138
|
|
|
|
100.1
|
|
|
Professional Fees
|
|
|
35
|
|
|
|
36.1
|
|
|
Officer Compensation
|
|
|
-
|
|
|
|
6.7
|
|
|
Other Income
|
|
|
-
|
|
|
|
2.8
|
|
|
Loss
before income tax benefit
|
|
|
(125.1
|
)
|
|
|
(96.2
|
)
|
|
Income
tax benefit
|
|
|
-
|
|
|
|
-
|
|
|
Net
loss
|
|
|
(125.1
|
)%
|
|
|
(96.2
|
)%
|
|
The
following table sets forth the components of total revenues for the
periods indicated.
|
|
|
|
For
year ended May 31
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Revenues
|
|
|
|
|
|
|
|
Net
store sales
|
|
$
|
366,336
|
|
|
$
|
290,284
|
|
|
Net
internet sales
|
|
|
68,176
|
|
|
|
38,500
|
|
|
Net
tradeshow sales
|
|
|
-
|
|
|
|
36,779
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenues
|
|
$
|
434,512
|
|
|
$
|
365,563
|
|
Revenues
The
following discussion is based on our consolidated financial
statements:
For
the fiscal year ended on May 31,
2007, we generated revenue of $434,512, an increase of 18.8% over the previous
fiscal year. Contributing greatly to the increase of sales has been the
continued operation of the stores and our website. For fiscal 2007, there
were no direct sales from home and tradeshows. This is a decrease
of $36,779 or 100% for fiscal 2007 from fiscal 2006. This decrease was due
primarily to a decision not to attend any shows, as sales efforts were being
focused on the retail and internet channels. For fiscal 2007, 85% of the
total sales were generated by sales from the retail outlets. In fiscal 2006,
the
stores generated 79% of total sales. For fiscal 2007, Internet sales from
our website, which was launched on December 23, 2005, comprised 15% of
total sales revenue, an increase of 4% over the previous year. Approximately,
95% of internet sales were of two products- The Blendy Pens and The Smart
Heat Saunas.
Cost
of
products for fiscal 2007 increased $25,696, or 12.5%, from fiscal 2006. For
fiscal 2007, the gross margin rate for each one of the three distribution
channels is approximately 47%. For fiscal 2006, the gross margin rate for
the tradeshow channel was approximately 44.0%. The decrease in the gross margin
rate was a result of a combination of higher unit costs for certain products,
increases in promotional activities and product markdowns. Tradeshows are not
expected to generate significant revenues and should remain a small portion
of
sales revenues as they are primarily used as a channel to prove salability
and
develop out product demonstration scripts. Even with limited operational
history, management anticipates that Store Sales and franchise sales should
continue to be one of the largest and most consistent portions of revenue.
Growth in Internet Sales has convinced management to seriously consider
investing further in developing out this sales channel, although management
will
not pursue this until there is a product that is worthy of being promoted in
concert with a direct response television marketing effort. Management has
not yet experienced sales revenues from the Wholesale or Direct Response
Television channels. A concerted investment effort will be made
once management feels they have the right product to promote via these
channels.
For
each
of the fiscal years ended May 31, 2006 and May 31, 2007, we recognized losses
from operations. Net loss from operations for the twelve months ended May
31,
2006 was $361,973. Net loss from operation for the twelve months ended May
31,
2007, was $564,571. The increase in operating loss of $184,598 between the
fiscal years ended in May 31, 2006 and May 31, 2007 was due to increased
general
and administrative expenses of $184,598 and increased professional expenses
of
$18,674. For the fiscal years ending May 31, 2007 and 2006, officer compensation
was approximately $187,000 and $117,500, repsectively
General,
administrative and professional expenses for fiscal 2007 increased to $750,318
in 2007 from $522,467 in 2006. The increase in operating loss of $184,598
between the fiscal years ended in May 31, 2006 and May 31, 2007 was due to
increased general and administrative expenses of $233,677. The general and
administrative fees of $599,654 include operating expenses including facility
rental and payroll expense for operation of the retail stores and subcontract
fees for investor relations purposes. The professional fees of $150,664
include accounting and legal resulting from Sarbanes-Oxley compliance
and also web development consulting fees.
As
at May
31, 2006, we had $43,538 in cash. On May 31, 2007, we had $136,815 in cash,
representing a year over year increase of $93,277 or 214%. At May 31, 2006,
we
had total current assets of $79,974 that consisted of cash, cash equivalents
and
inventory, and total current liabilities of $80,580 with total current assets
exceeding total current liabilities by $606. At May 31, 2007, we had total
current assets of $195,758 and total current liabilities of $122,579 with
total
current assets exceeding total current liabilities by $73,179. The increase
in
current liabilities for the twelve-month period ended May 31, 2007 was due
to an
increase in the shareholder loan of $60,145 over the previous fiscal year
. The
accounts payable decreased by $18,146 over the previous fiscal
year.
Cash
received from financing activities for the fiscal year ended May 31, 2006,
was
$325,941. For the fiscal year, which ended on May 31, 2007 cash received
from
financing activities was $573,640. Cash utilized in operations for the fiscal
year that ended on May 31, 2006 was $303,262. Cash utilized in operations
for
the fiscal year, which ended on May 31, 2007, was $392,032 an increase of
$164,760 which was due to increases in general and administrative services
as
well as consulting and professional services. As at May 31, 2007, the Company
had an ending cash balance of $136,815.
Capital
Structure and Financings
Common
Stock
The
Company is authorized to issue 50,000,000 common shares with a $0.0001 par
value.
On
May
31, 2007, the Company had approximately 20,342,533 shares outstanding. To date,
our principal capital resources have been acquired through a combination of
short-term debt and the issuance of capital stock.
Basis
of Presentation
The
accompanying financial statements that have been prepared in accordance with
accounting principles generally accepted in the United States of America.
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 revenue and expenses during the reporting
period.
Actual
results could differ from those
estimates. The estimates and critical accounting policies that are most
important in fully understanding and evaluating our financial statements and
results of operations are discussed below.
We are currently recognizing
revenue in
accordance with Securities and Exchange Commission Staff Accounting Bulletin
No.
104 ("SAB 104"), "Revenue Recognition in Financial Statements." Revenue is
recognized only when the price is fixed or determinable, persuasive evidence
of
an arrangement exists, the service is performed, and collectability is
reasonably assured.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has sustained losses for the
years
ended May 31, 2007 and May 31, 2006, and has an accumulated deficit of
approximately $1,000,000 and $450,000, respectively. This raises substantial
doubt about the Company’s ability to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.
Management
will continue to seek funding, primarily on an ad hoc basis, from its
shareholders and other qualified investors to pursue its business plan of
developing and selling franchise outlets.
Our
independent auditors have issued a going concern opinion on our consolidated
financial statements that raises substantial doubt about our ability to continue
as a going concern.
We
have
not been profitable and have experienced negative cash flow from our operations
due to our on-going investment in development efforts and expenditures to build
the appropriate infrastructure to support our growth. Consequently, we have
been
dependent on private placements of equity to fund cash
requirements.
Off-Balance
Sheet Arrangement
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 of operations, liquidity, capital
expenditures or capital resources that are material to our
investors.
Recent
Accounting Pronouncements
During
June 2006, the Financial Accounting Standards Board (“FASB”) issued
Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income
Taxes
”
— an interpretation of FASB Statement No. 109. This
interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in accordance with SFAS
No. 109, “Accounting for Income Taxes,” and prescribes 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.
This interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. This interpretation is effective for fiscal years beginning after
December 15, 2006. We do not believe this interpretation will have an
impact on our consolidated operating results, cash flows or financial position
upon adoption.
During
October 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”). This statement does not require any new fair value measurements
but provides guidance on how to measure fair value and clarifies the definition
of fair value under accounting principles generally accepted in the United
States of America. The statement also requires new disclosures about the extent
to which fair value measurements in financial statements are based on quoted
market prices, market-corroborated inputs, or unobservable inputs that are
based
on management’s judgments and estimates. The statement is effective for fiscal
years beginning after November 15, 2007. The statement will be applied
prospectively by the Company for any fair value measurements that arise after
the date of adoption.
The
FASB
has also issued 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)”. As we have no plans covered by this standard,
it will have no effect on our consolidated financial statements.
The
SEC
has issued Staff Accounting Bulletin No. 108, “Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements” (“SAB 108”), in September 2006. SAB 108 requires entities
to quantify misstatements based on their impact on each of their financial
statements and related disclosures. SAB 108 is effective as of December 31,
2006. The adoption of this standard is not expected have an impact on our
consolidated results of operations, cash flows or financial
position.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115.” This statement permits entities to choose to measure
eligible items at fair value at specified election dates. The statement is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007 although early adoption is permitted provided that an entity
also adopts SFAS 157. We have not determined the impact this standard will
have
on our consolidated operating results or financial position upon
adoption.
Item
7. Financial Statements.
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS
AND ADVISORS
PCAOB
REGISTERED
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Tradeshow
Marketing Company Ltd
We
have
audited the accompanying balance sheet of Tradeshow Marketing Company Ltd as
of
May 31, 2007 and 2006, and the related statements of operations, stockholders’
equity and cash flows for the years ended May 31, 2007 and 2006. 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
conducted 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 Tradeshow Marketing Company Ltd
as
of May 31, 2007 ad 2006 and the results of its operations and its cash flows
for
the years ended May 31, 2007 and 2006, 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 8 to the
financial statements, the Company has accumulated a total loss of $996,543
since
inception, which raises substantial doubt about its ability to continue as
a
going concern. Management’s plans concerning these matters are also
described in Note 8. 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
12, 2007
Except
Note 1 and 2 – December 12, 2007
2675
S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
THE
TRADESHOW MARKETING COMPANY LTD.
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
May
31,
|
|
|
May
31,
|
|
|
|
|
|
|
2007*
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents (restated)
|
|
|
136,815
|
|
|
|
43,538
|
|
|
|
Merchant
Service Holdbacks (restated)
|
|
|
5,257
|
|
|
|
-
|
|
|
|
Prepaid
Expenses
|
|
|
17,645
|
|
|
|
-
|
|
|
|
Inventory
|
|
|
36,041
|
|
|
|
36,436
|
|
|
|
Total
Current Assets
|
|
|
195,758
|
|
|
|
79,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long
Term Assets
|
|
|
|
|
|
|
|
|
|
|
Equipment
- Net
|
|
|
31,877
|
|
|
|
28,805
|
|
|
|
Vehicles
– Net
|
|
|
8,426
|
|
|
|
14,305
|
|
|
|
Network
Infrastructure & Software
|
|
|
33,704
|
|
|
|
43,763
|
|
|
|
Other
Assets
|
|
|
7,553
|
|
|
|
3,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Long Term Assets
|
|
|
81,560
|
|
|
|
90,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
277,318
|
|
|
|
170,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
|
28,277
|
|
|
|
46,423
|
|
|
|
Shareholder
Loan - Related Party
|
|
|
88,818
|
|
|
|
28,673
|
|
|
|
Current
Portion - Vehicle Loan
|
|
|
5,484
|
|
|
|
5,484
|
|
|
|
Total
Current Liabilities
|
|
|
122,579
|
|
|
|
80,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle
Loan
|
|
|
6,564
|
|
|
|
13,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
129,143
|
|
|
|
93,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock, authorized
|
|
|
|
|
|
|
|
|
|
|
50,000,000
shares, par value $0.0001,
|
|
|
|
|
|
|
|
|
|
|
issued
and outstanding on May 31,
|
|
|
|
|
|
|
|
|
|
|
2007
and May 31, 2006 is 20,342,533
|
|
|
|
|
|
|
|
|
|
|
and
17,869,283 respectively
|
|
|
2,037
|
|
|
|
1,789
|
|
|
|
Paid
in Capital
|
|
|
1,142,681
|
|
|
|
510,913
|
|
|
|
Accumulated
Currency Translation
|
|
|
-
|
|
|
|
14,141
|
|
|
|
Accumulated
Deficit
|
|
|
(996,543
|
)
|
|
|
(449,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
148,175
|
|
|
|
76,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
|
277,318
|
|
|
|
170,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
As
restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of the Financial
Statements.
THE
TRADESHOW MARKETING CO LTD.
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
For
the Year Ended
|
|
|
|
|
May
31,
|
|
|
May
31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
434,512
|
|
|
$
|
365,563
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of Sales
|
|
|
230,765
|
|
|
|
205,069
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
203,747
|
|
|
|
160,494
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
General
and Administrative
|
|
|
599,654
|
|
|
|
390,477
|
|
|
Professional
Fees
|
|
|
150,664
|
|
|
|
131,990
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
750,318
|
|
|
|
522,467
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
(546,571
|
)
|
|
|
(361,973
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
Currency
Translation
|
|
|
-
|
|
|
|
10,414
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
Income
|
|
$
|
(546,571
|
)
|
|
$
|
(351,559
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted
|
|
|
|
|
|
|
|
|
|
Loss
per Share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
18,398,557
|
|
|
|
17,640,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of the Financial Statements
THE
TRADESHOW MARKETING CO LTD.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
For
the Years Ended May 31, 2007* and 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Paid
in
|
|
|
Subscriptions
|
|
|
Currency
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Translation
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
May 31, 2005
|
|
|
16,751,963
|
|
|
$
|
1,676
|
|
|
$
|
238,836
|
|
|
$
|
(87,527
|
)
|
|
$
|
3,727
|
|
|
$
|
(87,999
|
)
|
|
$
|
68,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Received on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,527
|
|
|
|
|
|
|
|
|
|
|
|
87,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of common stock
|
|
|
1,007,320
|
|
|
|
101
|
|
|
|
227,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
227,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$1.00 per share
|
|
|
15,000
|
|
|
|
2
|
|
|
|
14,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.10 per share
|
|
|
295,000
|
|
|
|
30
|
|
|
|
29,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
returned and Cancelled
|
|
|
(200,000
|
)
|
|
|
(20
|
)
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,414
|
|
|
|
|
|
|
|
10,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(361,973
|
)
|
|
|
(361,973
|
)
|
|
Balance,
May 31, 2006
|
|
|
17,869,283
|
|
|
|
1,789
|
|
|
|
510,913
|
|
|
|
-
|
|
|
|
14,141
|
|
|
|
(449,972
|
)
|
|
|
76,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed
Capital
|
|
|
|
|
|
|
|
|
|
|
14,141
|
|
|
|
|
|
|
|
(14,141
|
)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of Common Stock
|
|
|
1,740,000
|
|
|
|
174
|
|
|
|
439,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Services
|
|
|
365,750
|
|
|
|
37
|
|
|
|
97,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Conversion
|
|
|
320,000
|
|
|
|
32
|
|
|
|
79,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
per adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
provision
of prior acquisition
|
|
|
47,500
|
|
|
|
5
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(546,571
|
)
|
|
|
(546,571
|
)
|
|
Balance,
May 31, 2007
|
|
|
20,342,533
|
|
|
$
|
2,037
|
|
|
$
|
1,142,681
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(996,543
|
)
|
|
$
|
148,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these
statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
As restated
The
Accompanying notes are an integral part of these financial
statements
THE
TRADESHOW MARKETING CO LTD.
CONSOLIDATED
STATEMENTS OF CASH FLOW
|
|
|
|
For
the Year Ended
|
|
|
|
|
|
May
31,
|
|
|
May
31,
|
|
|
|
|
|
|
2007
|
*
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
Net
Profit / (Loss)
|
|
$
|
(546,571
|
)
|
|
$
|
(361,973
|
)
|
|
|
Significant
Non-Cash Transactions
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for service
|
|
|
97,875
|
|
|
|
29,500
|
|
|
|
Stock
issued to acquire inventory
|
|
|
-
|
|
|
|
5,000
|
|
|
|
Contributed
Capital
|
|
|
14,141
|
|
|
|
10,414
|
|
|
|
Depreciation
/ Amortization Expense
|
|
|
11,056
|
|
|
|
15,542
|
|
|
|
Changes
in Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
|
(Increase)/Decrease
in Inventory
|
|
|
395
|
|
|
|
(30,382
|
)
|
|
|
(Increase)/Decrease
in Accounts Receivable
|
|
|
(5,247
|
)
|
|
|
-
|
|
|
|
(Increase)/Decrease
in Other Assets
|
|
|
(3,880
|
)
|
|
|
3,901
|
|
|
|
(Increase)/Decrease
in Prepaid Expense
|
|
|
(17,645
|
)
|
|
|
-
|
|
|
|
Increase/(Decrease)
in Payables
|
|
|
(18,146
|
)
|
|
|
27,736
|
|
|
Net
Cash Used by Operating Activities
|
|
|
(468,022
|
)
|
|
|
(300,262
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
Activities
|
|
|
|
|
|
|
|
|
|
|
Purchase
of Network Infrastructure
|
|
|
-
|
|
|
|
(52,029
|
)
|
|
|
Equipment
Purchase
|
|
|
(12,331
|
)
|
|
|
(16,988
|
)
|
|
Cash
Used by Investment Activities
|
|
|
(12,331
|
)
|
|
|
(69,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from Shareholder Loans (restated)
|
|
|
146,514
|
|
|
|
14,833
|
|
|
|
(Payments)
of Shareholder Loans
|
|
|
(6,369
|
)
|
|
|
(1,160
|
)
|
|
|
Proceeds/(Payments)
- Equipment Financing
|
|
|
(6,505
|
)
|
|
|
(2,949
|
)
|
|
|
Proceeds
from Subscriptions Receivable
|
|
|
-
|
|
|
|
87,527
|
|
|
|
Proceeds
from sale of Common Stock
|
|
|
440,000
|
|
|
|
227,690
|
|
|
Cash
Provided by Financing Activities
|
|
|
573,640
|
|
|
|
325,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase / (Decrease) in Cash
|
|
|
93,277
|
|
|
|
(43,338
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
Beginning of Period
|
|
|
43,538
|
|
|
|
86,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
End of Period
|
|
$
|
136,815
|
|
|
$
|
43,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
Non-Cash Transactions:
|
|
|
|
|
|
|
|
|
|
|
The
Company issued 320,000 common shares to convert $80,000 of
|
|
|
|
|
|
|
|
shareholder
loans.
|
|
|
|
|
|
|
|
|
|
|
The
company relocated its home office to the U.S. and adjusted
|
|
|
|
|
|
|
|
the
foreign currency translation to contributed capital.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Information:
|
|
|
|
|
|
|
|
|
|
|
Interest
Paid
|
|
$
|
6,754
|
|
|
$
|
11,620
|
|
|
|
Income
Taxes Paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
As
restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of the Financial Statements
THE
TRADESHOW MARKETING COMPANY INC
NOTES
TO RESTATED CONSOLIDATED FINANCIAL STATEMENTS
(May
31,
2007 and 2006)
NOTE
1. GENERAL
ORGANIZATION AND BUSINESS
The
Tradeshow Marketing Company, Inc. (the Company) was organized in the state
of
Nevada on December 3, 2003. The Company was formed to marketing
specialty products at tradeshows, infomercials, specialty product shops and
kiosks in malls. The Company through August 31, 2006 has only been
selling at tradeshows and in malls.
On
August
31, 2005, the Company purchased the inventory and executed a sublease agreement
with two small retail stores in the Arrowhead and Paradise Valley Malls in
Phoenix, Arizona.
On
March
15, 2007 the Company organized the Sandstrom OnTV Company (Sandstrom) as a
wholly-own subsidiary. Sandstrom was organized to sell unit
franchises to operate retail stores under the tradename “Sandstrom
OnTV.” These statements have been consolidated to reflect the
operations of the Company and its subsidiary.
These
statements have been adjusted to reflect the restatement of the Company’s May
31, 2006 and 2005 audited financial statements.
NOTE 2. SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES
The
relevant accounting policies and procedures are listed below.
Restatements
and Adjustments within Financial Statements
These
statements have been adjusted to reflect the restatement of the Company’s May
31, 2006 reports please refer to the restated financials for
details.
The
Balance Sheet and Statement of Stockholders’ Equity has been adjusted to reflect
the increase in Paid in Capital of $14,141 to eliminate the $14,141 accumulated
foreign currency translation.
The
Balance Sheet was revised to reclassify amounts incorrectly reported as accounts
receivable that were actually undeposited funds and Merchant Service
Holdbacks.
The
Statement of Stockholders’ Equity has been restated to reflect equity
transactions for the past two years rather than from inception to
date.
The
Consolidated Statements of Cash Flows for the year ended May 31, 2007 has
been
restated to correct the classification of a conversion of debt to equity
as a
non-cash financing activity. This correct had no effect on the previously
reported Net Loss from Operations or the Net Loss.
Additional
reclassifications have been made for the years ended May 31, 2007 and 2006
which
had no effect on the financial statements.
Accounting
Basis
The
statements were prepared following generally accepted accounting principles
of
the United States of America consistently applied.
Cash
and Cash Equivalents
Cash
and
cash equivalents consist of cash and deposits in transit.
Dividends
The
Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown.
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.
Translation
of Currency
The
company’s headquarters were in Canada through May 31, 2006 and maintained its
financial records in $CDN. For the sake of reporting the Balance
Sheet, amounts were converted to United States dollars using the exchange rate
at the end of each period. Income statement amounts were converted
using an average rate for the period resulting in a translation gain or loss
for
each period shown.
On
June
1, 2006 the Company relocated its headquarters to Phoenix, Arizona and
established its accounts in U.S. Banks and adopted the U.S. Dollar as its
functional currency. The company has eliminated its accumulated
adjustment for foreign currency translation to contributed capital.
Inventory
The
company inventories finished products it has purchased for resale.
Revenue
Recognition and Accounts Receivable
All
the
sales for the Company are on a point of sale/cash and carry
basis. The Company does not carry receivables for any
sales. All sales are final. Revenue is recognized when a
sale is made. No warranties are expressed or offered on any goods
except that of the manufacturer, which they support directly.
Advertising
Expense
Advertising,
promotion and marketing costs are expensed as incurred. Advertising
expense for the period ended May 31, 2007 and 2006 was $12,705, and $4,327
respectively.
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.
Equipment
Equipment
is stated at cost. Depreciation is computed using the straight-line
method over the assets useful lives, which are 5 year to 7
years. Maintenance and repairs are charged to expense as
incurred.
|
|
|
31-May-06
|
|
|
31-May-06
|
|
|
Equipment
|
|
$
|
39,346
|
|
|
$
|
32,387
|
|
|
Accumulated
Depreciation
|
|
|
(7,469
|
)
|
|
|
(3,582
|
)
|
|
Equipment
– Net
|
|
$
|
31,877
|
|
|
$
|
28,805
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle
|
|
$
|
23,906
|
|
|
$
|
24,041
|
|
|
Accumulated
Depreciation
|
|
|
(15,480
|
)
|
|
|
(9,736
|
)
|
|
Vehicle
– Net
|
|
$
|
8,426
|
|
|
$
|
14,305
|
|
|
|
|
|
|
|
|
|
|
|
|
Network
Infrastructure
|
|
$
|
54,100
|
|
|
$
|
52,028
|
|
|
Accumulated
Depreciation
|
|
|
(20,396
|
)
|
|
|
(8,265
|
)
|
|
Network
Infrastructure – Net
|
|
$
|
33,704
|
|
|
$
|
43,763
|
|
The
difference in the value of the vehicle is reflective of the change in the
foreign currency rate
Earnings
per Share (EPS)
The
basic
earnings (loss) per share are calculated by dividing the Company’s net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share are 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 since inception, or other
dilutive securities.
The
numerators and denominators used in the computations of basic and diluted EPS
are presented in the following table:
|
May
31,
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
Numerators
for Basic and Diluted EPS
|
|
|
|
|
|
|
|
Net
incomeloss attributable to common shareholders
|
|
$
|
(546,571
|
)
|
|
$
|
(351,559
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Denominators
for Basic and Diluted EPS
|
|
|
|
|
|
|
|
|
|
Weighted
average of shares outstanding
|
|
|
18,398,557
|
|
|
|
17,640,886
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Loss Per Share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
NOTE
3. CONSOLIDATION
On
March
15, 2007 the Company organized the Sandstrom OnTV Company (Sandstrom) as a
wholly-own subsidiary. Sandstrom was organized to sell unit
franchises to operate retail stores under the tradename “Sandstrom
OnTV.” These statements have been consolidated to reflect the
operations of the Company and its subsidiary as follows:
|
|
|
Tradeshow
|
|
|
Sandstrom
|
|
|
|
Consolidation
|
|
|
Total
|
|
|
|
|
31-May-2007
|
|
|
31-May-2007
|
|
Ref
|
|
Eliminations
|
|
|
31-May-2007
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents
|
|
$
|
68,863
|
|
|
$
|
67,952
|
|
|
|
$
|
-
|
|
|
$
|
136,815
|
|
|
Accounts
Receivable
|
|
|
5,257
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
5,257
|
|
|
Prepaid
Expense
|
|
|
4,145
|
|
|
|
13,500
|
|
|
|
|
-
|
|
|
|
17,645
|
|
|
Inventory
|
|
|
36,041
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
36,041
|
|
|
Investment
in Subsidiary
|
|
|
196,955
|
|
|
|
-
|
|
(a)
|
|
|
(196,955
|
)
|
|
|
-
|
|
|
Equipment
- Net
|
|
|
21,700
|
|
|
|
10,177
|
|
|
|
|
-
|
|
|
|
31,877
|
|
|
Vehicles
- Net
|
|
|
8,426
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
8,426
|
|
|
Network
Infrastructure & Software
|
|
|
33,704
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
33,704
|
|
|
Other
Assets
|
|
|
3,486
|
|
|
|
4,067
|
|
|
|
|
-
|
|
|
|
7,553
|
|
|
Total
Assets
|
|
$
|
378,577
|
|
|
$
|
95,696
|
|
|
|
$
|
(196,955
|
)
|
|
$
|
277,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Liabilities
and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Accounts
Payable
|
|
$
|
28,277
|
|
|
$
|
-
|
|
|
|
$
|
-
|
|
|
$
|
28,277
|
|
|
Loan
from Shareholder
|
|
|
88,818
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
88,818
|
|
|
Vehicle
Loan
|
|
|
12,048
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
12,048
|
|
|
Total
Liabilities
|
|
|
129,143
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
129,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
2,037
|
|
|
|
100
|
|
(a)
|
|
|
(100
|
)
|
|
|
2,037
|
|
|
APIC
|
|
|
1,142,681
|
|
|
|
196,855
|
|
(a)
|
|
|
(196,855
|
)
|
|
|
1,142,681
|
|
|
Retained
Deficit
|
|
|
(895,284
|
)
|
|
|
(101,259
|
)
|
|
|
|
|
|
|
|
(996,543
|
)
|
|
Total
Equity
|
|
|
249,434
|
|
|
|
95,696
|
|
|
|
|
(196,955
|
)
|
|
|
148,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Equity
|
|
$
|
378,577
|
|
|
$
|
95,696
|
|
|
|
$
|
(196,955
|
)
|
|
$
|
277,318
|
|
NOTE
4. STOCKHOLDERS’
EQUITY
Common
Stock
The
Company is authorized 50,000,000 common shares with a $0.0001 par
value. At the year ended May 31, 2005 the Company had 16,751,963
common shares issued and outstanding.
Transactions
for the Year Ended May 31, 2006
On
July
15, 2005, the Company issued 291,400 common shares at $0.15 per share in a
private placement for cash in the amount of $43,710.
On
July
20, 2005 the Company acquired the assets of two Sandstrom Stores in Phoenix
valued at $30,149 thru the payment of $15,149 cash and the issued 15,000 common
shares at $1.00 per share or $15,000. The company acquired $20,149 in inventory
and $10,000 of equipment.
On
Between August 15 and August 30, 2005 the Company issued 420,000 common shares
at $0.25 per share in a private placement for cash in the amount of
$105,000.
During
the period ended May 31, 2006, the Company issued 310,000 common shares at
$0.10
per share for director and consulting services valued at $31,000.
On
December 1, 2005 the Company issued 275,920 common shares at $0.25 per share
in
a private placement for $68,980 cash.
On
February 20, 2006 the Company issued 20,000 common shares at $0.50 per share
in
a private placement for $10,000 cash.
On
February 28, 2006 the Company received and cancelled 200,000 common shares
that
were issued in error.
Transactions
for the Year Ended May 31, 2007
On
June
1, 2006 the Company recorded $14,141 contributed capital to eliminate the
accumulated foreign currency translation balance.
On
August
30, 2006 the Company issued 20,000 common shares in a private placement for
$10,000.
On
October 15, 2006 the Company issued 25,750 common shares for services at
$12,875.
On
December 30, 2006 the Company issued 200,000 common shares at $0.25 per share
for services valued at $50,000.
On
January 15, 2007 the Company issued 714,000 common shares at $0.25 per share
for
$178,500 cash and 320,000 common shares at $0.25 for the conversion of $80,000
shareholders loan.
On
March
1, 2007 the Company issued 140,000 common shares at $0.25 per share for services
valued at $35,000.
On
May
11, 2007 the Company issued 47,000 common shares
related to the July
20,
2005 purchase of the assets of Sandstrom stores in Phoenix wherein the Company
issued 15,000 shares at a stated value of $1.00 per share. The
additional 47,000 shares issued adjusts the value of the total shares issued
to
the fair value of $0.24 per share.
On
May
15, 2007, the Company issued 1,006,000 common shares at $0.25 per share in
a
private placement for $251,500 cash.
NOTE
5. NOTES
PAYABLE – RELATED PARTY TRANSACTION
Following
are the notes payable as of May 31, 2007 and May 31, 2006. The
current portion of the vehicle loan is estimated using the $457 monthly payment
times 12 months.
|
|
|
31-May-07
|
|
|
31-May-06
|
|
|
Installment
note on vehicle,
|
|
|
|
|
|
|
|
$457
payment for 60 months,
|
|
|
|
|
|
|
|
Annual
interest rate at 7.39%
|
|
|
|
|
|
|
|
Current
Portion
|
|
$
|
5,484
|
|
|
$
|
5,484
|
|
|
Long-Term
Portion
|
|
|
6,564
|
|
|
|
13,069
|
|
|
Balance
on Vehicle Loan
|
|
|
|
|
|
|
18,553
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
note, non-interest,
|
|
|
|
|
|
|
|
|
|
Related
Party
|
|
|
88,818
|
|
|
|
28,673
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
Payable
|
|
$
|
102,866
|
|
|
$
|
47,226
|
|
A
shareholder has provided operational financing to the company on an unsecured,
non-interest bearing, demand note.
NOTE
6. PROVISION
FOR INCOME TAXES
The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use
of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates
in
effect when these differences are expected to reverse.
SFAS
No.
109 requires the reduction of deferred tax assets by a valuation allowance
if,
based on the weight of available evidence, it is more likely than not that
some
or all of the deferred tax assets will not be realized. The total
deferred tax asset is $219,239 as of May 31, 2007, which is calculated by
multiplying a 22% estimated tax rate by the cumulative NOL of
$996,543. The total valuation allowance is a comparable
$219,239.
The
provision for income taxes is comprised of the net changes in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below.
|
May
31,
|
|
2007
|
|
|
2006
|
|
|
Net
changes in Deferred Tax Benefit
|
|
$
|
120,246
|
|
|
$
|
79,634
|
|
|
Valuation
account
|
|
|
(120,246
|
)
|
|
|
(79,634
|
)
|
|
Current
Taxes Payable
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Provision for Income Taxes
|
|
$
|
0
|
|
|
$
|
0
|
|
Below
is
a chart showing the estimated federal net operating losses and the years in
which they will expire.
|
Year
|
|
Amount
|
|
Expiration
|
|
2004
|
|
$
|
29,058
|
|
2024
|
|
2005
|
|
|
58,941
|
|
2025
|
|
2006
|
|
|
361,973
|
|
2026
|
|
2007
|
|
|
546,571
|
|
2027
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
996,543
|
|
|
NOTE
7. OPERATING
LEASES AND OTHER COMMITMENTS:
The
Company has two operating leases for retail outlets located in the Arrowhead
and
Paradise Valley Malls in Phoenix, Arizona with aggregate monthly payment of
$9,830 or $117,969 per year. These leases expire in December 2008 and
December 2011 respectively. The Company also has a lease for office
space in the Scottsdale Airpark. The monthly payment is $5,432 or
$65,184 per year. The lease expires in February 2010 with an option
for a 2 year renewal. The numbers shown below assume that the company
will be able to renew its leases e and continue to operate these facilities
at
the current rate:
|
|
|
|
|
|
|
|
|
Year
3
|
|
|
Year
4
|
|
|
Year
5
|
|
|
Retail
Outlets
|
|
$
|
117,969
|
|
|
$
|
117,969
|
|
|
$
|
117,969
|
|
|
$
|
117,969
|
|
|
$
|
117,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office
Space
|
|
|
|
|
|
$
|
65,184
|
|
|
$
|
65,184
|
|
|
$
|
65,184
|
|
|
$
|
65,184
|
|
NOTE
8.
GOING CONCERN
The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. The Company has accumulated a total
loss of $996,543 since inception. This raises substantial doubt about
the Company’s ability to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.
Management
continues to seek funding from its shareholders and other qualified investors
to
pursue its business plan of developing specialty retail products, purchasing
retail stores in malls and developing product infomercials.
NOTE 9.
THE EFFECT OF RECENTLY ISSUED
ACCOUNTING STANDARDS
Below
is
a listing of the most recent Statement of Financial Accounting Standards (SFAS)
SFAS 155-157 and their effect on the Company.
Statement
No. 155 –
Accounting for Certain Hybrid Financial
Instruments
In
February 2006, the FASB issued SFAS No. 155,
Accounting for Certain Hybrid
Financial Instruments
, which amends SFAS No. 133,
Accounting for
Derivatives Instruments and Hedging Activities
and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities
. SFAS No. 155 amends SFAS No. 133
to narrow the scope exception for interest-only and principal-only strips on
debt instruments to include only such strips representing rights to receive
a
specified portion of the contractual interest or principle cash
flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying
special-purpose entities to hold a passive derivative financial instrument
pertaining to beneficial interests that itself is a derivative
instrument.
Statement
No. 156 –
Accounting for Servicing of Financial
Assets
In
March
2006, the FASB issued SFAS No. 156,
Accounting for Servicing of Financial
Assets,
which provides an approach to simplify efforts to obtain hedge-like
(offset) accounting. This Statement amends FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
, with respect to the accounting for
separately recognized servicing assets and servicing liabilities. The Statement
(1) requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by entering
into a servicing contract in certain situations; (2) requires that a separately
recognized servicing asset or servicing liability be initially measured at
fair
value, if practicable; (3) permits an entity to choose either the amortization
method or the fair value method for subsequent measurement for each class of
separately recognized servicing assets or servicing liabilities; (4) permits
at
initial adoption a one-time reclassification of available-for-sale securities
to
trading securities by an entity with recognized servicing rights, provided
the
securities reclassified offset the entity's exposure to changes in the fair
value of the servicing assets or liabilities; and (5) requires separate
presentation of servicing assets and servicing liabilities subsequently measured
at fair value in the balance sheet and additional disclosures for all separately
recognized servicing assets and servicing liabilities. SFAS No. 156 is effective
for all separately recognized servicing assets and liabilities as of the
beginning of an entity's fiscal year that begins after September 15, 2006,
with
earlier adoption permitted in certain circumstances. The Statement also
describes the manner in which it should be initially applied.
Statement
No. 157
–
Fair Value Measurements
In
September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
,
to clarify how to measure fair value and to expand disclosures about fair value
measurements. The expanded disclosures include the extent to which
companies measure assets and liabilities at fair value, the information used
to
measure fair value, and the effect of fair value on earnings and is applicable
whenever other standards require (or permit) assets and liabilities to be
measured at fair value. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years.
The
adoption of these new Statements is not expected to have a material effect
on
the Company’s current financial position, results or operations, or cash
flows.
Item
8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
The
Company’s Board of Directors approved the engagement of Moore & Associates
as the Company’s independent registered public accounting firm to audit the
Company’s financial statements for the year ended May 31, 2007.
The
report issued by Moore & Associates in connection with the audit for the
year ended May 31, 2007 did not contain an adverse opinion or a disclaimer
of
opinion, nor was such report qualified or modified as to audit scope or
accounting principles.
Item
8A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As
required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this annual
report. This evaluation was carried out under the supervision and with the
participation of our management, including our principal executive officer
and
principal financial officer. Based upon that evaluation, our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures are effective as at the end of the period covered by this
annual
report to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the rules and forms of
the
SEC.
Disclosure
controls and procedures are controls and other procedures that are designed
to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
Changes
In Internal Controls Over Financial Reporting
During
the year, the Company used an outside consulting firm to assist in the
preparation of quarterly and annual consolidated financial statements in
accordance with US Generally Accepted Accounting Principles. This
outside outside consulting firm also reviews account reconciliations and
all
equity transactions. Other than the described changes, no other
Changes in internal controls over financial reporting occurred during the
current fiscal year that have materially affected, or are reasonably likely
to
materially affect, our internal controls over financial
reporting.
Item
8A(T). Controls and Procedures.
This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to transition period established
by the Securities and Exchange Commission for newly public
companies.
Item
8B. Other Information.
None.
