01—Abstract
Summary
Summary of the 10-K/A filed January 20, 2010. Cited figures are marked; the original filing is the authoritative source.
Techs Loanstar, Inc. (now Byrn, Inc.) is a development-stage Nevada company, incorporated April 7, 2006, that plans to offer low-cost custom loan management database and e-commerce software to payday and short-term equity loan businesses.
The company has generated no revenue since inception. For the fiscal year ended April 30, 2009, it reported a net loss of $18,932,a compared with $29,351 in fiscal 2008, and a cumulative deficit of $59,429. At April 30, 2009, it had $0 cash, total liabilities of $36,929, and a stockholders' deficit of $36,929.
Its sole officer and director, Gary Pizzacalla, advanced $16,548b in unsecured, non-interest-bearing loans. The auditor, Seale and Beers, CPAs, included a going-concern paragraph, stating that the company's accumulated deficit raises substantial doubt about its ability to continue as a going concern. Management states that current funds are insufficient for the next 12 months.
The company estimates it needs about $24,000c to establish operations and $14,000 to maintain SEC reporting status over that period, and it plans to fund these needs through a private placement of common stock. If that fails, it would need to seek debt financing or cease operations, in which case investors would lose their entire investment. Management also reported that internal controls were not effective, citing material weaknesses including the lack of a functioning audit committee and of a majority of outside directors.
As of April 30, 2009, there were 40,400,000 shares outstanding, and Mr. Pizzacalla held 28,000,000 of them, or 69%d. The stock is quoted on the OTC Bulletin Board under the symbol TCLN, with 32 active shareholders of record. The company has no employees other than its officer and director, and it has not paid dividends or granted options.
02—Key points
Key Highlights
- Development-stage company with no revenue to date; its software product is not yet ready for commercial sale, and management plans to complete development within the next twelve months.
- Net loss of $18,932 for fiscal year ended April 30, 2009, versus $29,351 in fiscal 2008; cumulative losses since inception total $59,429.
- As of April 30, 2009, the company had $0 in cash, total liabilities of $36,929, and a stockholders' deficit of $36,929.
- The independent auditor expressed substantial doubt about the company's ability to continue as a going concern.
- Sole officer and director Gary Pizzacalla holds 28,000,000 of 40,400,000 outstanding shares (69%) and has advanced $16,548 in unsecured, non-interest-bearing loans.
- Planned spending includes $7,000 for customizing database applications, $4,000 for e-commerce transaction software, $8,000 for client functionality modules, and $15,000 for marketing.
- Management reported ineffective internal controls, citing a lack of a functioning audit committee, inadequate segregation of duties, and ineffective period-end financial reporting controls.
03—Questions
Frequently Asked Questions
Does the company generate any revenue or have a working product?
No. The company has not generated any sales since inception, and its loan management software is still in development and not ready for commercial sale. Management expects to begin recognizing revenue after completing development, which it plans to do within the next twelve months.
How does the company plan to fund its operations?
Management plans to raise funds through a private placement of common stock. If that is unsuccessful, it would seek debt financing, which it describes as very difficult for a new development-stage company to obtain. The sole officer and director has also undertaken to provide operating capital as a non-secured loan, though no written agreement secures this commitment.
What happens to investors if the company cannot raise capital?
The filing states that if the company cannot raise additional proceeds through a private placement or secure debt financing, it would be required to cease business operations, and investors in its common stock would lose all of their investment.
Who controls the company and who is its auditor?
Gary Pizzacalla, the President, Secretary/Treasurer, CFO, and Chairman, owns 28,000,000 of the 40,400,000 outstanding shares, or 69%. On August 6, 2009, the Board dismissed Moore & Associates Chartered and engaged Seale and Beers, CPAs as its independent registered public accounting firm.
Are there any legal proceedings or employees?
The company is not a party to any pending legal proceedings, and none are known to be contemplated. It has no employees other than its officer and director, and it does not own any real estate or other properties.
04—Continue