UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________to _________________________
333-160031
Commission file number
ALL MARKETING SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada
26-3895737
State or other jurisdiction of incorporation or organization
(I.R.S. Employer Identification No.)
112 North Curry Street, Carson City, NV 89703
(Address of principal executive offices)
(Zip Code)
775-321-8206
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Common
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ ] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [X] No
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 (§ 232.405 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
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
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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. [ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company) [X] Smaller reporting company [X] Emerging growth company
If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the Registrant's Common Stock as September 21, 2018 was 104,710,000 shares of common stock, $0.001 par value, issued and outstanding.
PART I
Item 1. Business.
All Marketing Solutions, Inc. (“All Marketing Solutions”, “we”, “the Company”) was incorporated in the State of Nevada as a for-profit Company on December 17, 2008 and established a fiscal year end of December 31. We are a Company formed in order to enter into the international market for patent consulting and technology transfer services.
The Company business model is to assist small business and entrepreneurs that have developed patentable novel products or services but does not have the financial resources to fund their own patent application. The Company will take an equity position in the product and pay for the patent application on behalf of the inventor. The patents will be applied listing both the inventor and the Company as co-patent holders. The estimated cost of a US patent application is between $20,000 and $30,000 US. The Company does not intend to market any of the products it accepts for patent application, once a patent pending has been issued it is the company’s intent to sell the patent application to an individual or Company who already operates within the same industry. The Company will negotiate with each inventor on the Company’s equity share but the Company’s standard offer will be 50% ownership in the invention. If the Company is successful in taking an equity position, it will provide the funds for making the patent application, use its knowledge and expertise in arranging the filing of the patent application, and it will sell the patent. All of these efforts will be the Company’s alone, with no participation or efforts of any other party. The Company will use the Internet to markets services as well and attend some tradeshows that are specific to inventors and entrepreneurs such as INPEX the largest such trade show in the United States.
In January of 2014 the Company expanded its business model to identify entrepreneurs or companies with emerging technologies that are potentially patentable and at a stage where funding and/or marketing and management expertise is required; first to protect these technologies and second to take advantage of the opportunity they afford the target market. The Company is interested in evaluating both product and service technologies, which technologies meet the Company’s objectives. Upon successful completion of due diligence, the Company’s intention is to acquire or partner with these entrepreneurs or companies.
Early in 2014, the Company announced OneBigDrive. Customers downloading OneBigDrive were provided with an easy-to-use one-stop solution for consolidating multiple free cloud storage accounts into one. OneBigDrive would consolidate 32 gigabytes of free cloud storage provided by Box, Google Drive and Microsoft OneDrive.
On May 12, 2014, the Company announced that its OneBigDrive application is now integrated with Box.com, consolidating more free storage for OneBigDrive customers and enabling Box.com customers the ability to utilize OneBigDrive’s technology.
On February 15, 2015 the Company announced it was in the final stages of hubiC testing for cloud storage services. Once fully integrated, All Marketing Solutions announced that the minimum consolidation capability would raise by 25GB. In addition, the Company announced in February that it was changing its product name “OneBigDrive” to “Cloudz”.
Coudz is available to customers by downloading the software from the Company’s web site. Cloudz will operate on Windows, Mac OSx, IOs and Android.
Since December 17, 2008 (inception) through December 31, 2017 the Company has no revenues and has accumulated losses since inception of $1,387,077.
Item 1A. Risk Factors.
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 1B. Unresolved Staff Comments.
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Properties.
We do not own any real estate or other properties. The Company’s office is located at 112 North Curry Street, Carson City, Nevada, 89703.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 4. Mine Safety Disclosures.
N/A
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
As of December 31, 2017 the Company had 19 shareholders of record. The Company has not paid cash dividends and has no outstanding options.
Item 6. Selected Financial Data.
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This annual report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
Our auditor’s report on our December 31, 2017 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “December 31, 2017 Audited Financial Statements - Auditors Report.”
Liquidity and Capital Resources
As of December 31, 2017, All Marketing Solutions had $Nil cash on hand and in the bank, and $Nil of cash on hand and in the bank as of December 31, 2016. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If All Marketing Solutions is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in All Marketing Solutions having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because All Marketing Solutions is a development stage company with no
revenue to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If All Marketing Solutions cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in All Marketing Solutions common stock would lose all of their investment.
Results of Operations
Since December 17, 2008 (inception) through December 31, 2017, the Company has no revenues and has accumulated losses since inception of $1,387,077. For fiscal year ended December 31, 2017, we incurred operating expenses in the amount of $12,202 and a net loss of $12,202 as compared to operating expenses of $16,067 and a net loss of $16,067 for the year ended December 31, 2016. The net loss for the year ended December 31, 2017 is a result of office and general expense of $4,720 comprised primarily of, filing fees and transfer fees, professional fees of $7,482 comprised primarily of accounting fees. This compares to the net loss for the period ended December 31, 2016 of $16,067 which was a result of office and general expense of $2,880 comprised primarily of filing fees and transfer fees, professional Fees of $13,187 comprised primarily of accounting fees.
Off Balance Sheet Arrangements.
As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be $120,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $7,000 over this same period. The officer and director during this period, Nathathai Thongda, has undertaken to provide the Company with operating capital to sustain the Company’s business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Consideration Consideration
Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 8. Financial Statements and Supplementary Data.
To The Board of Directors and Stockholders of
All Marketing Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of All Marketing Solutions, Inc. (the “Company”) as of December 31, 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2017 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated revenues sufficient to cover operating expenses and has negative working capital. These factors, among others, raise 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 the outcome of this uncertainty.
/s/Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2018
Farmington, Utah
August 17, 2018
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
All Marketing Solutions, Inc.
We have audited the accompanying balance sheet of All Marketing Solutions, Inc. as of December 31, 2016 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2016. All Marketing Solutions, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
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 audit 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 audit 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 All Marketing Solutions, Inc. as of December 31, 2016 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at December 31, 2016, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ AMC Auditing
AMC Auditing
Las Vegas, Nevada
June 27, 2017
ALL MARKETING SOLUTIONS, INC.
FINANCIAL STATEMENTS
December 31, 2017
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF STOCKHOLDERS’EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
ALL MARKETING SOLUTIONS, INC.
BALANCE SHEETS
| | | December 31, 2017 | | December 31, 2016 |
|
|
|
|
|
|
| | | | | |
| ASSETS | | | | |
| | | | | |
| CURRENT ASSETS | | | | |
| Cash | $ | - | $ | - |
| TOTAL CURRENT ASSETS | $ | - | $ | - |
| | | | | |
| TOTAL ASSETS | $ | - | $ | - |
| | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | | | | |
| | | | | |
| CURRENT LIABILITIES | | | | |
| Accounts payable and accrued liabilities | $ | 166,972 | $ | 157,470 |
| Accounts payable - related party | | 37,350 | | 34,650 |
| Loans from related party |
| 117,435 |
| 117,435 |
| TOTAL CURRENT LIABILITIES | $ | 321,757 | $ | 309,555 |
| | | | | |
| STOCKHOLDERS' EQUITY/(DEFICIT) | | | | |
| Capital stock | | | | |
| Authorized | | | | |
| 200,000,000 shares of common stock, $0.001 par value, | | | | |
| Issued and outstanding | | | | |
| 104,710,000 shares at December 31, 2017 and December 31, 2016 respectively | $ | 104,710 | $ | 104,710 |
| Additional Paid in Capital | | 960,610 | | 960,610 |
| Accumulated Deficit |
| (1,387,077) |
| (1,374,875) |
| TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) | $ | (321,757) | $ | (309,555) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements
ALL MARKETING SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
| | | Year ended | | Year ended |
|
|
| December 31, 2017 |
| December 31, 2016 |
| REVENUE | | | | |
| Revenues | $ | - | $ | - |
| Total Revenues | $ | - | $ | - |
| | | | | |
| EXPENSES | | | | |
| Office and general | $ | 4,720 | $ | 2,880 |
| Professional Fees | | 7,482 | | 13,187 |
| Total Expenses | $ | 12,202 | $ | 16,067 |
| | | | | |
| Loss before Income Tax |
| (12,202) |
| (16,067) |
| Income Tax | | - | | - |
| NET LOSS | $ | (12,202) | $ | (16,067) |
| | | | | |
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.00) | $ | (0.00) |
| | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | $ | 104,710,000 | $ | 104,710,000 |
| | | | | |
The accompanying notes are an integral part of these financial statements
ALL MARKETING SOLUTIONS, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | |||||||||
| Number of | Additional Paid-in | Accumulated | |||||||
| of shares | Amount | Capital | Deficit | Total | |||||
| Balance, December 31, 2015 | 104,710,000 | $ | 104,710 | $ | 960,610 | $ | (1,358,808) | $ | (293,488) |
| Net loss for the period ended December 31, 2016 | (16,067) | (16,067) | |||||||
| Balance, December 31, 2016 | 104,710,000 | 104,710 | 960,610 | (1,374,875) | (309,555) | ||||
| Net loss for the period ended December 31, 2017 | (12,202) | (12,202) | |||||||
| Balance, December 31, 2017 | 104,710,000 | $ | 104,710 | $ | 960,610 | $ | (1,387,077) | $ | (321,757) |
The accompanying notes are an integral part of these financial statements
ALL MARKETING SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
| Year ended |
| Year ended | ||
|
|
| December 31, 2017 |
| December 31, 2016 |
| OPERATING ACTIVITIES | ||||
| Net loss | $ | (12,202) | $ | (16,067) |
| Adjustment to reconcile net loss to net cash | ||||
| used in operating activities | ||||
| Expenses paid on company's behalf by Related Party |
| 2,700 |
| 14,370 |
| Increase (decrease) in accounts payable and accrued liabilities | 9,502 |
| 1,697 | |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | - | $ | - |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | $ | - | $ | - |
|
| $ | - | $ | - |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||
| NET INCREASE (DECREASE) IN CASH | $ | - | $ | - |
| CASH, BEGINNING OF PERIOD | $ | - | $ | - |
| CASH, END OF PERIOD | $ | - | $ | - |
| Supplemental cash flow information: | ||||
| Cash paid for: | ||||
| Interest | $ | - | $ | - |
| Income taxes | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements
ALL MARKETING SOLUTIONS, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
December 31, 2017
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada as a for-profit Company on December 17, 2008 and established a fiscal year end of December 31.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Advertising
Advertising costs are expensed as incurred. As of December 31, 2017, no advertising costs have been incurred.
Property
The Company does not own or rent any property. The office space is provided by the president at no charge.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Recent Accounting Pronouncements
The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statement.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2017 and December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were
assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $321,757, an accumulated deficit of $1,387,077 and net loss from operations since inception of $1,387,077. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs
NOTE 4 – CAPITAL STOCK
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
As of December 31, 2017, and as of December 31, 2016, 104,710,000 common shares are issued and outstanding.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company has received $117,435 at December 31, 2017 ($117,435 as at December 31, 2016) as a loan from four different related parties. The loans are payable on demand and without interest.
During the year ended December 31, 2017, a related party paid $2,700 of expenses on behalf of the Company. The total amount as of December 31, 2017 was $37,350 ($34,650 at December 31, 2016) for expenses that have been paid on behalf of the Company by two related parties and has been recorded on the balance sheet as accounts payable - related party.
NOTE 6 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2017 are as follows:
| | December 31, 2017 | December 31, 2016 |
| | | |
| Net Operating Loss carry forward | 1,387,077 | 1,374,875 |
| Effective Tax Rate | 35% | 35% |
| Deferred Tax Assets | 485,477 | 481,206 |
| Effect of rate changes on deferred tax assets (35% to 21%) | (194,191) | - |
| Less: Valuation Allowance | (291,286) | (481,206) |
| Net Deferred Tax Asset | $ 0 | $ 0 |
The net federal operating loss carry forward will expire between 2029 and 2037. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
The Company has no tax position at December 31, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2017 and 2016.
Tax years 2013 through 2017 are open to examination by the tax authorities.
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no further events to disclose.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’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 or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this annual report, as required by Rule 13a -15d and 15d-15e under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, including our Company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that as of December 31, 2017 our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s Principal Executive and Principal Financial officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
1.
Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;
2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and
3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements.
Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As of December 31, 2017, management determined material weaknesses occurred over our internal control over financial reporting as discussed below.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Due to these material weaknesses management concluded that our internal control over financial reporting was not effective as of December 31, 2017.
Material Weakness Discussion and Remediation
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's previous reported financial results. However, management believes that the lack of a functioning audit committee and lack of a
majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future periods.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal year 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.
The names, addresses, ages and positions of our present sole officer and our directors are set forth below:
| Name | Age | Position(s) |
| Nathathai Thongda | 41 | President, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors. |
Business Experience
Nathathai Thongda has a Bachelor of Arts in English (1998) from Phibul Songkram Rajabhat Institute (Phitasanulok,Thailand) and is currently attending Sukhothai Thammathirat Open University (Thailand) to obtain her Bachelor of Laws degree. Since May 2015, Ms. Thongda is the building manager of Chateau Dale Condominiums (Pattaya, Thailand), which position she also held in April through November 2014. Ms. Thongda has been a legal consultant since November 2013. Prior to that she was site manager and building manager for La Royale Beach Condominiums (Pattaya, Thailand) from August 2012 to October 2013, operations manager for The Spa
(Chiangmai, Thailand) from September 2011 to February 2012, manager of administration and human resources for Topforms Brassiere Mae Sot Co., Ltd. (Mae Sot, Thailand) from April 2011 to September 2011 and prior to that managing director for Suntorn Construction and Petchaboon Bamboo (Pattaya, Thailand) from November 2009 to December 2010.
Significant Employees
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.
Family Relations
There are no family relationships among the Directors and Officers of All Marketing Solutions, Inc.
Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.
No executive Officer or Director of the Company is the subject of any pending legal proceedings.
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
Item 11. Executive Compensation.
Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.
There are no current employment agreements between the Company and its executive officer and director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2017.
| 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 ($) | Option Expiration Date | Number Of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| Nathathai Thongda | - | - | - | - | - | - | - | - | - |
There were no grants of stock options since inception to the date of this Form 10-K.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. All Marketing Solutions, Inc. may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
Stock Awards Plan
The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
Director Compensation
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (December 17, 2008) through December 31, 2017.
| 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 ($) |
| Nathathai Thongda | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| | | | | | | | |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of the date of this Form 10-K, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
| Title of Class | Name and Address Beneficial Owner [1] | Amount and Nature of Beneficial Owner | Percent of Class |
| | | | |
| Common Stock | Hershel Weiss, 151 N Nobhill Road, Suite 263, Plantation, FL 33324 | 60,000,000 | 59.3% |
| | All Officers and Directors as a Group (1 person) | 0 | 0% |
| [1] | The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Ms. Thongda is the only “promoter” of our company. |
| [2] | Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by her will be available for any specific length of time in the future. Ms. Thongda anticipates devoting at a minimum fifteen percent of her available time to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
Item 14. Principal Accounting Fees and Services.
During the fiscal year ended December 31, 2017, we incurred approximately $1,757 in fees to our former independent accountants for professional services rendered in connection with the audit and review of financial statements for the fiscal year ended December 31, 2017. During the fiscal year ended December 31, 2017, we incurred approximately $3,000 in fees to our current principle independent accountants for professional services rendered in connection with the audit and review of financial statements for the fiscal year ended December 31, 2017.
During the fiscal year ended December 31, 2016 we incurred approximately $7,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended December 31, 2016.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are incorporated into this Form 10-K Annual Report:
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation [1] |
| 3.2 | By-Laws Inc. [2] |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* |
| 32.1 | Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
[1] Incorporated by reference from the Company’s S-1 filed with the Commission on June 17, 2009.
[2] Incorporated by reference from the Company’s S-1 filed with the Commission on June 17, 2009.
* Included in Exhibit 31.1
** Included in Exhibit 32.1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
All Marketing Solutions, Inc.
BY: /s/ Nathathai Thongda
Nathathai Thongda
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Dated: September 25, 2018