mainbody.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended September 30, 2009
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[ ]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
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For
the transition period from _________ to ________
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Commission
file number: 333-155375
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Sierra Concepts, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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26-3387077
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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6074 Citation Court
Reno, Nevada
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89523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 775-200-6853
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Securities
registered under Section 12(b) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not applicable
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Securities
registered under Section 12(g) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not applicable
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes
[X] No
[ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No
[X]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[ ] No [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ X] No [
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State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fiscal year. $ 24,000.00
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 8,400,000 as of November 17,
2009.
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Page
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PART I
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PART II
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PART III
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PART I
We were
incorporated as Sierra Concepts, Inc. on September 16, 2008 in the State of
Nevada for the purpose of developing a web-based service for consumers designed
to assist them with proper household budgeting, setting financial priorities,
and dealing effectively with debt. Our service, which we plan to
offer through the website www.24yearfitness.com,
is currently under development.
Our
planned service will feature a series of exercises and tools which members can
access through the website in order to address different areas of personal
financial health and different issues which commonly affect the typical
consumer. In exchange for a reasonable monthly fee, our members will
be able to access our various personal planning and decision making tools any
time they wish. Through use of our service over time, members will
have the ability to gradually improve the long term health and soundness of
their personal finances. The name of our service and website – “24
Year Fitness” – reflects our philosophy that one must put forth continual effort
year after year in order to maintain a fit and healthy financial life. Our
founder and executive officer, David Davis, is the inventor of the “24 Year
Fitness” concept and is the primary developer of our web-based
service.
The
“24 Year Fitness” Service
Our
planned “24 Year Fitness” service will be centered on the customer’s use of a
group of ongoing exercises designed to assist the user to gain positive control
over both their short term and long term personal financial
life. Although we anticipate that we will develop and improve our
service and add to its component exercises on a continual basis, we anticipate
that the initial website will be built aroung three basic financial tools for
consumers: (1) the “Sisyphus” system; (2) the “Decider” tool; and (3) a utility
known as the “List.”
(1) The Sisyphus
System
Named for
the mythological Greek king Sisyphus, who was compelled by the gods to roll a
huge rock up a steep hill over and again for eternity, this financial tool is
built around the idea that continual effort is required in order put one’s
personal finances in order and to keep them there. Sisyphus
begins with an interview of the customers about their financial situation.
During the interview, the user will input the sum total of their monthly bills
and other expenses, the sum total of their savings and other liquid assets, and
the total of their monthly or other periodic income. Based on this
and similar information, Sisyphus will use proprietary algorithms and other
coding to design a group of concrete goals for each individual
user. Each user’s group of concrete goals will be his financial
workout 'set' and will feature MIN, MID, and IDEAL levels for each
area.
As an
example, Sisyphus might determine the following types of goals for a particular
user based on the information given during the interview stage:
Exercise 1 – maintain appropriate
checking account balance
MIN: $200
MID: $1,500
IDEAL: 1 month’s income
Exercise 2 – maintain appropriate savings
account balance
MIN: $500
MID: $1,500
IDEAL: 6 month’s income
Exercise 3 – make scheduled monthly
payments for utilities and secured debts
MIN: make minimum mortgage payment due;
pay minimum car payment due plus1% of outstanding balance; pay utilities
payment due
MID: all MIN requirements, except pay
minimum car payment due plus 3% of theoutstanding balance
IDEAL: car is paid off, no mortgage
payments projected after age 50
Exercise 4 – make scheduled monthly
payments for unsecured debts (credit cards)
MIN: minimum payment, plus second
monthly payment = 10% of total balance
MID: minimum payment, plus second
monthly payment = 30% of total balance
IDEAL: pay balances in full
monthly
Exercise 5 – eliminate unnecessary
expenses
MIN: eliminate cable TV bill (may
reinstate after MID level achieved)
Exercise 6 – limit consumption
expenses
MIN: limit gas and restaurant food to
$120 per week (may revise slightly after MIDlevel achieved)
The
user’s personal financial fitness zone will be determined by his ability to
complete all of the assigned these types of assigned financial exercise 'sets'
over time. The program will feature a levels system based upon three
color-coded “zones” of personal financial fitness. The three zones
are described as follows:
Red
Zone – Users in the Red Zone are unable to meet their minimum basic
requirements for personal financial responsibility. One or more of
the MIN level goals established by Sisyphus is not being met by the user. These
users are advised to cease spending except for their most basic
needs. Depending on the situation, the user may be advised to consult
a financial professional.
Yellow
Zone – Users in the Yellow Zone are meeting all of their MIN level goals
and their personal financial situation is stable or improving. Users
in this zone are actively working toward achieving their MID level
goals. Generally, Yellow Zone users will be advised to improve on
their rate of savings and to be prudently cautious with their spending
habits.
Green
Zone – Users in the Green Zone are meeting all of their MID level goals
and are working toward achieving their IDEAL goals. These users will
have established consistent and disciplined personal spending
habits. Users in this zone will typically have established a strong
habit of personal savings. Depending on the circumstances, these
users may be referred to a licensed investment advisor to explore
wealth-building strategies beyond the simple personal savings account.1
Over
time, the system will also become progressive in the MIN requirements it sets
for the user until the IDEAL level for each set is reached. Once a
MIN level is reached, the criteria stay at that level indefinitely. The idea is
to allow a user who is not in good financial position to hit some goals without
feeling completely overwhelmed. As steady progress is made, the goal criteria
are raised until the MIN criteria are at certain standard levels.
We
believe the Sisyphus system will give our users a unique ability to set
personalized financial goals, to progress systematically toward their goals, and
to maintain personal financial fitness once it has been achieved.
(2) The Decider
Tool
A common
financial problem for consumers is the overwhelming number of choices they face
in the marketplace for most types of major purchases. Consumers often
have difficult choices to make with options to choose from and many factors to
consider. Because major consumer choices can cause a lot of stress,
"The Decider" will help the users make the best individual decisions for
them.
If the
user is choosing from some well-known product decisions, much of the basic
information will already be entered for them in a proprietary database. For
example, if the user is trying to choose the right vehicle for them, "The
Decider" will already know about most of the product details for the vehicles
they are considering. For less common product decisions, the user will need
assist the system by typing in the key attributes of each product.
In
addition to the basic product information, users will be able to prioritize
which aspects are more
important to them than others. When choosing vehicles, for example, the user
will be able to say that 'color' is more important than 'mileage' which is more
important than ‘number of seats’ and the tool will help them find the right
vehicle automatically.
All
choices must share a common 'category' to be comparable.
__________________________
1 Sierra Concepts, Inc. will not
provide any services as an investment advisor within the definition of the
Investment Advisors Act of 1940. We will not provide our customers
any advice as to value of any securities or as to the advisability of investing
in, purchasing, or selling any securities.
Sample
screen:
|| Choice
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Ford ||
Chevy
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(Parameter)
|| Color
|| Black || Red
|| Mileage ||
12 mpg || 20 mpg
|| Seats
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4
|| 2
The user
will be able to drag the order of parameters to sort which ones are more
important. In this example, the user can specify that Color is more important to
them than Mileage, which is more important than Number of Seats. The Decider
will allow the user to click on the choice they prefer for each parameter (i.e.:
"Black" vs. "Red"), and will then weight their parameter choices with the order
of the choices and output a "which is better?" decision that is customized to
the user's personal preferences.
(3) The List
Consumers
are often in the habit of buying things based on impulse and many of them may
find it difficult to prioritize and/or to limit compulsive
spending.
"The
List" is a utility designed to help consumers take control of their spending
habits by deferring and prioritizing purchases. The basic concept
behind the List is that users will, whenever they feel the urge to purchase
something, add it to a running list which tracks their interest in purchasing
particular items. The List is a simple management program that allows
its data to be easily be imported, sorted, and exported.
Users
will be assigned an email address such as joe_plumber@list.24yearfitness.com.
Security measures will help pair incoming addresses to this account. When a
compulsory urge hits while the user is in a store or elsewhere, the user can
text message (SMS) a description of the item desired to the assigned email
address. Users will also have the option of assigning an initial priority or
“want level” to each item. Email can also be sent from a regular
account.
Full-text
searching will help the user determine which items are similar and combine them
on 'the list'. When items are combined, their explicit prioritization will be
increased. Priority levels will be integer: -2, -1, 0, +1, +2, etc. Anytime a
duplicate request is made, the priority will be increased by +1.
For
example, if the same 'special Barbie' is requested every time, the 'list' will
help it 'bubble up' by determining that it is a consistent request, grouping
similar items together, either automatically or by suggestion with manual
intervention.
Items
will be manually taken off the list. They can also be taken off by sending an
email such as "remove __".
The core
of the List is a proprietary system which:
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tracks
when an item is added -- the older an item is, when it remains on the
list, the more 'valid' the item is
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track
the 'want' level explicitly entered by the
user
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automatically
sort the list
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allow
easy import and export of data
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The idea
is to create an easy outlet for either an entire family, or an individual,
whenever an 'I want' situation arises. Lists can be coordinated and viewed by
family members, especially useful on special occasions (i.e.:
birthdays).
A
scheduled (daily, weekly, monthly) report of the list can be sent out to users.
The list will show the top 3 items at any time. Longer reports may be generated
at 'special' times of the year (Christmas, Birthday, etc.).
Pricing
and Revenue Model
The base
of our intended pricing structure will be monthly subscription dues paid to
access the Sisyphus system, which we believe will be core feature of our
service. The Decider and the List will be included with a Sisyphus
subscription, but may also be available separately. After the initial
sign-up, monthly fees will be charged automatically to the user’s credit or
debit card. An initial minimum subscription of six months will be
required for Sisyphus, with subscription renewing monthly thereafter until
cancelled. We anticipate that our initial fee structure will be as
follows:
Subscription to
Sisyphus: $40
sign-up fee, plus $20 per month
Six month minimum original contract,
with automaticrenewal thereafter
until cancelled. The List and the Deciderare also included.
Subscription to the List
only: $5
per month, with automatic renewal thereafter untilcancelled.
The Decider
only: $5
for one-time use, or unlimited use for $10 per month
We
believe this pricing model offers an affordable point of entry for the types of
consumers who will be most attracted to our “24 Year Fitness”
service. At the same time, however, we believe that it will position
us to begin earning residual revenues without significant addition costs beyond
the development and launching of our website.
Competition
We
believe that our planned service will be relatively unique once it is fully
developed and offered to the public. Currently, there are numerous
non-profit websites and related organizations dedicated to providing general
financial advice and counseling, but these all lack the type of customization,
personal tailoring, and ongoing interaction and guidance that we believe our
planned service can provide.
Packaged
financial management software (like “Quickbooks”) is, of course, widely
available, but these systems typically require micro-management of finances.
Detailed line item dual-entry accounting transactions must be accurately
maintained for these types of programs to create great value for the customer.
Our planned service will work at a manageable and practical macro-level, with
the minimum resolution being a monthly view of the consumer’s
finances.
If we are
successful in generating traffic to our website and in providing a quality
experience to our first users, we believe that the customization and ease of use
over time featured by our system will provide a significant competitive
advantage.
Intellectual
Property
Some
aspects of our planned system will depend on proprietary algorithms, coding, and
systems design. Although no copyrights have yet been filed on these
materials, we plan to protect our rights in these materials when our website
“goes live” under trade secret, unfair competition, and copyright
laws.
While
there can be no assurance that registered copyrights will protect our
proprietary information, we intend to assert our intellectual property rights
against any infringer. Although any assertion of our rights can result in a
substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.
Regulatory
Matters
We are
unaware of and do not anticipate having to expend significant resources to
comply with any governmental regulations applicable to our planned operations.
We are subject to the laws and regulations which are generally applicable to
business operations, such as business licensing requirements, income taxes and
payroll taxes.
Employees
We have
no other employees other than our sole officer and director, David Davis. Mr.
Davis is our President, CEO, CFO, and sole member of the Board of
Directors. Mr. Davis oversees all responsibilities in the areas
of corporate administration, product development, and marketing. As our planned
operations commence and as we begin to generate revenues, we may expand our
current management in the future to retain skilled directors, officers, and
employees with experience relevant to our business focus.
Environmental
Laws
We have
not incurred and do not anticipate incurring any expenses associated with
environmental laws.
A smaller
reporting company is not required to provide the information required by this
Item.
A smaller
reporting company is not required to provide the information required by this
Item.
We do not own any real
property. We maintain our corporate office at 6074 Citation
Court, Reno, Nevada 89523.
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 4. Submission of Matters to a Vote of
Security Holders
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended September 30, 2009.
PART II
Item 5. Market for Registrant’s Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “SRRC.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
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Fiscal
Year Ending September, 2009
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Quarter
Ended
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High
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Low
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September
30, 2009
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0.01
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0.01
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June
30, 2009
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0.01
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0.01
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March
31, 2009
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0.01
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0.01
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December
31, 2008
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n/a
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n/a
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Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market 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, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains 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 a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) 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 (d) a monthly account statement 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 as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
As of
November 17, 2009, we had 8,400,000 shares of our common stock issued and
outstanding, held by 32 shareholders of record.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
1. we
would not be able to pay our debts as they become due in the usual course of
business, or;
2. our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.
We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation or incentive plans.
Recent
Sales of Unregistered Securities
None.
A smaller
reporting company is not required to provide the information required by this
Item.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Website
Development
The “24
Year Fitness” service is currently in development. We expect that
design and programming activities, directed principally by our President, Mr.
Davis, to continue into the first part of our second full fiscal
year. We had originally estimated that the “beta” version of our
website would be launched sometime during our third quarter. Our
president, however, has experienced unusual demands on his time at his outside
place of employment. In addition, we have been working on certain
adjustments to our algorithms in an attempt to account for certain changes
indicated by the continuing severity of the recent financial
crisis. These adjusted algorithms are being
alpha-tested. In the Spring of 2009, we also launched a single-user
proof-concept version of our “List” product www.thesqueakiestwheel.com.
Currently, we hope to launch the beta version of our site by the end of the 2009
calendar year.
Once the
beta version of our site is launched, it will be tested, modified, and perfected
based on the experience and feedback of real-world volunteer users who will be
allowed to use the service for free in exchange for sharing their experiences
and working with us on the development and improvement of the “24 Year Fitness”
service.
If
development of our website goes as currently planned, we estimate that the
fully-functional service will “go live” at www.24yearfitness.com
in the early part of 2010. Inevitably, the experience and feedback of
paying customers to site will lead to additional improvements and developments
for the “24 Year Fitness” service.
Initial
Marketing Efforts
Our
initial efforts to direct traffic to our website will include generating "buzz"
among Internet users about our service through postings on online communities
such as Yahoo! Groups and other methods of getting Internet users to refer
others to our website by e-mail or word of mouth and search engine
optimization. Our President, Mr. Davis, will be primarily responsible
for these efforts. In addition we may chose to market our website via
search engines by purchasing sponsored placement in search results on a limited
basis. In addition, we may enter into affiliate marketing
relationships with other website providers to increase our access to Internet
consumers Until our planned service establishes positive cash flow, however, we
expect to rely on viral marketing as the primary source of traffic to our
website, with search engine optimization and affiliate marketing as secondary
sources.
Personnel
During
the next year of operations, our sole officer and director, David Davis, will
provide his time to the business at no charge. Mr. Davis will be responsible for
all administrative duties as well as overseeing the ongoing development,
testing, improvement, and the launch of the “24 Year Fitness” online
service.
As we
have limited financial resources, Mr. Davis has committed to dedicating
approximately 10-15 hours per week in order to attend to needs of the
business.
Expected
Changes In Number of Employees, Plant, and Equipment
We do not
have plans to purchase any physical plant or any significant equipment or to
change the number of our employees during the next twelve months.
Results
of Operations for the fiscal year ended September 30, 2009 and September 30,
2008.
We have
not earned any revenues from inception through the fiscal year ending September
30, 2009. During the fiscal year ending September 30, 2009, we focused primarily
developing our planned web-based service. We currently do not anticipate earning
any revenues until the middle part of calendar year 2010. We are
presently in the development stage of our business and we can provide no
assurance that we will produce significant revenues from the sale of our
services or if revenues are earned, that we will be profitable.
We
incurred expenses and net losses in the amount of $50,605 during the fiscal year
ended September 30, 2009 (our first full fiscal year) and in the amount of
$3,500 during the fiscal year ended September 30, 2009. We incurred
total expenses and net losses in the amount of $54,105 from our inception on
September 16, 2008 through the year ending September 30, 2009. Our
operating expenses from inception through September 30, 2009 have consisted of
professional fees and general and administrative expenses. Our losses
are attributable to our operating expenses combined with a lack of revenues
during our current stage of development. We anticipate our operating expenses
will increase as we continue with our plan of operations.
Liquidity
and Capital Resources
As of
September 30, 2009, we had total current assets of $14,519, consisting entirely
of cash. We had current liabilities of $50,624 as of September 30,
2009. Accordingly, we had a working capital deficit of $36,105 as of
September 30, 2009.
Our
ability to operate on a sustained basis over the next fiscal year will be
contingent upon us obtaining additional financing and/or upon realizing
significant revenues from operations. We do not have any formal commitments or
arrangements for the sales of stock or the advancement or loan of funds at this
time. There can be no assurance that any additional financing will be available
to us on acceptable terms, or at all.
Off
Balance Sheet Arrangements
As of
September 30, 2009, there were no off balance sheet arrangements.
Going
Concern
Our
financial statements have been prepared on a going concern basis. We have a
working capital deficit of $36,105 as of September 30, 2009 and have accumulated
deficit of $54,105 since inception. Our ability to continue as a going concern
is dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time.
These factors raise substantial doubt that we will be able to continue as a
going concern. Management plans to continue to provide for our capital needs by
the issuance of common stock and related party advances.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 8. Financial Statements and Supplementary
Data
See the
financial statements annexed to this annual report.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial
Disclosure
No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending September 30, 2009.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the 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 company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of September 30, 2009. Based on his evaluation, he concluded that
our disclosure controls and procedures were effective.
Our
internal control over financial reporting is a process designed by, or under the
supervision of, our chief executive officer and chief financial officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.
Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of September 30, 2009.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item
9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Our
executive officers and directors and their respective ages as of September 30,
2009 are as follows:
|
Name
|
Age
|
Position(s)
and Office(s) Held
|
|
David
Davis
|
35
|
President,
Chief Executive Officer, Chief Financial Officer, and
Director
|
Set forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.
David Davis. Mr.
Davis graduated from the University of Nevada, Reno in 1997 with a Biology
degree. He is currently on sabbatical from pursuing a Master's in Computer
Science. Mr. Davis has worked as a professional Software Developer since 2000,
developing diverse applications for the medical, financial, insurance
industries, as well as non-government organizations. Most notably, he
has helped build DealerTrend.com from a startup to a nationally recognized
automotive marketing company. Mr. Davis regularly attends the Reno Linux Users
Group, as well as the Ruby programming language group. He enjoys using
open-source software to develop scalable web applications.
Directors
Our
bylaws authorize no less than one (1) director. We currently have one
Director.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant
Employees
We have
no significant employees other than our officers and directors.
Family
Relationships
There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the
following occurred with respect to a
present or former director, executive officer, or employee: (1) any
bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either
at the time of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a
pending criminal
proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking
activities; and (4) being found
by a court of competent jurisdiction (in a civil
action), the SEC or the
Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended September 30,
2006, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended September 30, 2009:
|
Name
and principal position
|
Number
of
late
reports
|
Transactions
not
timely
reported
|
Known
failures to
file
a required form
|
|
David
Davis
|
0
|
0
|
0
|
Code
of Ethics
As of
September 30, 2009, we had not adopted a Code of Ethics for Financial
Executives, which would include our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.
Compensation
Discussion and Analysis
The
Company presently not does have employment agreements with any of its named
executive officers and it has not established a system of executive compensation
or any fixed policies regarding compensation of executive
officers. Due to financial constraints typical of those faced by a
development stage business, the company has not paid any cash and/or stock
compensation to its named executive officers
Our sole
executive officer holds substantial ownership in the Company and is motivated by
a strong entrepreneurial interest in developing our operations and potential
revenue base to the best of his ability. As our business and
operations expand and mature, we expect to develop a formal system of
compensation designed to attract, retain and motivate talented
executives.
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to each named
executive officer for our last two completed fiscal years for all services
rendered to us.
|
|
SUMMARY
COMPENSATION TABLE
|
|
|
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
David
Davis, President, CEO, CFO, and director
|
2008
2009
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Narrative
Disclosure to the Summary Compensation Table
Our named
executive officer does not currently receive any compensation from the Company
for his service as an officer of the Company.
Outstanding
Equity Awards At Fiscal Year-end Table
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer outstanding as of the end
of our last completed fiscal year.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
OPTION
AWARDS
|
STOCK
AWARDS
|
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
David
Davis
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Compensation
of Directors Table
The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.
|
DIRECTOR
COMPENSATION
|
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
David
Davis
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to the Director Compensation Table
Our
directors do not currently receive any compensation from the Company for their
service as members of the Board of Directors of the Company.
Stock
Option Plans
We have
not adopted any stock option or incentive plans.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related
Stockholder
Matters
The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of November 16, 2009, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the Securities
and Exchange Commission. Under these rules, a person may be deemed to
beneficially own any shares of capital stock as to which such person, directly
or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.
Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 8,400,000 Shares of Common Stock issued and outstanding as of November
16, 2009.
|
Title of class
|
Name
and address
of beneficial owner
|
Amount
of
beneficial ownership
|
Percent
of class
|
|
Common
|
David
Davis
6074
Citation Court
Reno,
Nevada 89523
|
6,000,000
|
71.43%
|
|
Common
|
Total
all executive officers and directors
|
6,000,000
|
71.43%
|
|
|
|
|
|
|
Common
|
5%
Shareholders
|
|
|
|
|
None
|
|
|
Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
Item 14. Principal Accounting Fees and
Services
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
|
Financial
Statements for the Year Ended September 30
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
|
2009
|
$4,000
|
$0
|
$0
|
$0
|
|
2008
|
$5,000
|
$0
|
$0
|
$0
|
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated
BalaBalance Sheets as of September 30, 2009 and
2008
|
|
F-3
|
Statements
of Operations for the years ended September 30, 2009 and 2008 and period
from inception to September 30, 2009
|
|
F-4
|
Statement
of Stockholders’ Equity for period from inception to September 30,
2009
|
|
F-5
|
Statements
of Cash Flows for the years ended September 30, 2009 and 2008 and period
from inception to September 30, 2009
|
|
F-6
|
Notes
to Financial Statements
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
Bylaws
(1)
|
|
23.1
|
Consent
of Maddox Ungar Silberstein, PLLC, Certified Public
Accountants
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
1
|
Incorporated
by reference to Registration Statement on Form S-1 filed November 14,
2008.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Sierra
Concepts, Inc.
|
By:
|
/s/David
Davis
|
|
|
David
Davis
President,
Chief Executive Officer,
Chief
Financial Officer and sole Director
|
|
|
November
17, 2009
|
In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:
|
By:
|
/s/David
Davis
|
|
|
David
Davis
President,
Chief Executive Officer,
Chief
Financial Officer and sole Director
|
|
|
November
17, 2009
|
Maddox
Ungar Silberstein, PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Sierra
Concepts, Inc.
Reno,
Nevada
We have
audited the accompanying balance sheets of Sierra Concepts, Inc. (the “Company”)
as of September 30, 2009 and 2008, and the related statements of operations,
stockholders’ equity (deficit), and cash flows for the periods then ended and
for the period from September 16, 2008 (Date of Inception) through September 30,
2009. 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 audit.
We
conducted our audits in accordance with the 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. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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 Sierra Concepts, Inc. as
of September 30, 2009 and 2008 and the results of its operations and its cash
flows for the periods then ended and the period from September 16, 2008 (Date of
Inception) through September 30, 2009 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 2 to the
financial statements, the Company has limited working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
with regard to these matters are described in Note 2. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Bingham
Farms, Michigan
November
17, 2009
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
As
of September 30, 2009 and 2008
|
|
|
2009
|
|
|
2008
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
14,519 |
|
|
$ |
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
14,519 |
|
|
$ |
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
$ |
50,624 |
|
|
$ |
3,500 |
|
|
Total
Liabilities
|
|
|
50,624 |
|
|
|
3,500 |
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Common
stock, $.001 par value, 100,000,000 shares
authorized,
8,400,000 and 6,000,000 shares issued and outstanding as of September 30,
2009 and 2008, respectively
|
|
|
8,400 |
|
|
|
6,000 |
|
|
Additional
paid in capital
|
|
|
9,600 |
|
|
|
0 |
|
|
Deficit
accumulated during the development stage
|
|
|
(54,105 |
) |
|
|
(3,500 |
) |
|
Total
Stockholders’ Equity (Deficit)
|
|
|
(36,105 |
) |
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
$ |
14,519 |
|
|
$ |
6,000 |
|
See
accompanying notes to financial statements.
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
For
the Periods Ended September 30, 2009 and 2008
For
the Period from September 16, 2008 (Inception) to September 30,
2009
|
|
|
Period
ended September 30, 2009
|
|
|
Period
ended September 30, 2008
|
|
|
Period
from September 16, 2008 (Inception) to September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
50,199 |
|
|
|
3,500 |
|
|
|
53,699 |
|
|
General
and administrative
|
|
|
406 |
|
|
|
0 |
|
|
|
406 |
|
|
TOTAL
OPERATING EXPENSES
|
|
|
50,605 |
|
|
|
3,500 |
|
|
|
54,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE INCOME TAXES
|
|
|
(50,605 |
) |
|
|
(3,500 |
) |
|
|
(54,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(50,605 |
) |
|
$ |
(3,500 |
) |
|
$ |
(54,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE: BASIC AND DILUTED
|
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
|
|
|
7,893,699 |
|
|
|
6,000,000 |
|
|
|
|
|
See
accompanying notes to financial statements.
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
Period
from September 16, 2008 (Date of Inception) through September 30,
2009
|
|
|
Common
stock
|
|
|
Additional
paid-in
|
|
|
Deficit
accumulated during the development
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
capital
|
|
|
stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for cash to founders
|
|
|
6,000,000 |
|
|
$ |
6,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period ended September 30, 2008
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,500 |
) |
|
|
(3,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2008
|
|
|
6,000,000 |
|
|
|
6,000 |
|
|
|
- |
|
|
|
(3,500 |
) |
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for cash in private placement
|
|
|
2,400,000 |
|
|
|
2,400 |
|
|
|
9,600 |
|
|
|
- |
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended September 30, 2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(50,605 |
) |
|
|
(50,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2009
|
|
|
8,400,000 |
|
|
$ |
8,400 |
|
|
$ |
9,600 |
|
|
$ |
(54,105 |
) |
|
$ |
(36,105 |
) |
See
accompanying notes to financial statements.
SIERRA CONCEPTS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CASH FLOWS
For
the Periods Ended September 30, 2009 and 2008
For
the Period from September 16, 2008 (Inception) to September 30,
2009
|
|
|
Period
ended September 30, 2009
|
|
|
Period
ended September 30, 2008
|
|
|
Period
from September 16, 2008 (Inception) to September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
$ |
(50,605 |
) |
|
$ |
(3,500 |
) |
|
$ |
(54,105 |
) |
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in accrued expenses
|
|
|
47,124 |
|
|
|
3,500 |
|
|
|
50,624 |
|
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
|
|
(3,481 |
) |
|
|
0 |
|
|
|
(3,481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
12,000 |
|
|
|
6,000 |
|
|
|
18,000 |
|
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
|
|
12,000 |
|
|
|
6,000 |
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE IN CASH
|
|
|
8,519 |
|
|
|
6,000 |
|
|
|
14,519 |
|
|
Cash,
beginning of period
|
|
|
6,000 |
|
|
|
0 |
|
|
|
0 |
|
|
Cash,
end of period
|
|
$ |
14,519 |
|
|
$ |
6,000 |
|
|
$ |
14,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
Income
taxes paid
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
See
accompanying notes to financial statements.
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2009
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
Sierra
Concepts, Inc. (“Sierra” or the “Company”) was incorporated in Nevada on
September 16, 2008. Sierra is a development stage company and has not
yet realized any revenues from its planned operations. Sierra is
currently in the process of developing a web-based service to assist consumers
with financial decisions.
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 at the date of the balance sheet. Actual results could
differ from those estimates.
Basic Loss Per
Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Comprehensive
Income
The
Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When
applicable, the Company would disclose this information on its Statement of
Stockholders’ Equity (Deficit). Comprehensive income comprises equity
except those resulting from investments by owners and distributions to owners.
The Company has not had any significant transactions that are required to be
reported in other comprehensive income.
Income
Tax
Deferred
income taxes reflect the net effect of (a) temporary difference between carrying
amounts of assets and liabilities for financial purposes and the amounts used
for income tax reporting purposes, and (b) net operating loss carry-forwards. No
net provision for refundable Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net operating
loss carry-forward has been recognized, as it is not deemed likely to be
realized.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with the original maturities of
three months or less to be cash equivalents
Recent Accounting
Pronouncements
Sierra
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2009
NOTE
2 - GOING CONCERN
Sierra
has limited working capital and has a deficit accumulated during the development
stage of $54,105 as of September 30, 2009. Sierra's financial
statements are prepared using the generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However,
Sierra has no current source of revenue. Without realization of additional
capital, it would be unlikely for Sierra to continue as a going
concern. Sierra's management plans on raising cash from public or
private debt or equity financing, on an as needed basis and in the longer term,
revenues from the acquisition, Development and development of mineral interests,
if found. Sierra's ability to continue as a going concern is
dependent on these additional cash financings, and, ultimately, upon achieving
profitable operations through the development of mineral interests.
NOTE
3 – INCOME TAXES
The
provision for Federal income tax consists of the following:
|
|
|
September
30, 2009
|
|
|
September
30, 2008
|
|
|
Refundable
Federal income tax attributable to:
|
|
|
|
|
|
|
|
Current
Operations
|
|
$ |
17,206 |
|
|
$ |
1,190 |
|
|
Less:
valuation allowance
|
|
|
(17,206 |
) |
|
|
(1,190 |
) |
|
Net
provision for Federal income taxes
|
|
$ |
- |
|
|
$ |
- |
|
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
|
|
September
30, 2009
|
|
|
September
30, 2008
|
|
|
Deferred
tax asset attributable to:
|
|
|
|
|
|
|
|
Net
operating loss carryover
|
|
$ |
18,396 |
|
|
$ |
1,190 |
|
|
Less:
valuation allowance
|
|
|
(18,396 |
) |
|
|
(1,190 |
) |
|
Net
deferred tax asset
|
|
$ |
- |
|
|
$ |
- |
|
At
September 30, 2009, Sierra had an unused net operating loss carryover
approximating $54,105 that is available to offset future taxable income; it
expires beginning in 2027.
SIERRA
CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2009
NOTE
4 – COMMON STOCK
At
inception, Sierra issued 6,000,000 shares of stock to its founding shareholder
for $6,000 cash.
During
the year ended September 30, 2009 the Company issued 2,400,000 shares for cash
totaling $12,000 in a private placement.
Total
shares issued and outstanding at September 30, 2009 are 8,400,000.
NOTE
5 – COMMITMENTS
Sierra
neither owns nor leases any real or personal property. An officer has provided
office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to
the financial statements and accordingly are not reflected
herein. The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.
NOTE
6–SUBSEQUENT EVENTS
The
Company has analyzed its operations subsequent to September 30, 2009 through
November 17, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements.