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  • 8/9/2019 Disclosure Required by Law

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    D I S C L O S U R E R E Q U I R E D B YC A L I F O R N I A L A WThe S ta te o f Cal i fo rn ia has no t rev iewed and does no t approve,recommend , endorse , o r sponsor any se l ler -ass is ted market ingp lan . The in fo rmat ion con ta ined in th is d isc losure has no t beenver i f ied by the s ta te . I f you have any quest ions abou t t h ispurchase , see an a t to rney o r o ther f inancia l adv iso r befo re yous ig n a co n t r ac t o r ag reem en t .

    B-501WA REG. NO. 70009029SC S.S. REG. NO. 504FL AIN BO 1995067

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    S E L L E R - A S S I S T E D M A R K E T I N G P L A ND I S C L O S U R E S T A T E M E N T A N D I N F O R M A T I O N S H E E T

    1. IDENTIFYING INFOR MAT ION AS TO SELLER. The name of the se lle r ofthis seller-assisted ma rketing plan is Planet Antares, Inc. ("Seller"), whose principal businessaddress is 5700 Buckingham Parkway, Suite 200, Culver City, California 90230. Seller wasformerly known as Antares Corporation. Purco Corporation, an affiliate of Seller, will act asSeller 's purchasing agent for the placement of the purchase order for vending m achines onbehalf of the purchaser under this plan ("Purchaser").

    2 . BU S I N E S S E X P E RI E N CE O F S E L L E R ' S S O L E D I RE CT O R A N DEXEC UTIVE OFFIC ERS. The sole Director and executive officers who have responsibil i tyfor the Seller's business activities are:

    Dana Bashor Director, President, Chief Executive Officer,Chief Financial Officer and Secretary

    Since its formation on April 3,1987 , Mr. Bashor has been the President and Chief Ex ecutiveOfficer of Seller . Fro m August, 1986 to Decem ber, 2004, Mr. Bashor was the President andChief Executive Officer of Orion Products Corp. He is the sole shareho lder of Seller.

    3 . BUSINESS EXPERIENC E OF SELLER Sel le r is a California Corporation,incorporated on April 3, 1987. Seller began m arketing seller-assisted mark eting plans onApril 3,1995 . Seller began marketing the seller-assisted marketing plan offered herein onApril 3, 1995 and has not offe red any other seller-assisted mark eting plan. Seller alsoconducts business under the name "W ealth B uilders."

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    4. LITIGA TION HISTOR Y. Neither the Seller, any of the persons l isted inparagraphs 1 or 2 above, nor any other company m anaged by a person l isted in paragraphs 1or 2 above:A) Has at any t ime ever been convicted of a felony or misdem eanor orpleaded nolo contendere to a felony or misdemeanor charge involving an alleged violation ofTitle 2.7 of the California Civil Code, fraud, embezzlement, fraudulent conversion,misapp ropriation o f property or restraint of trade or (B) has at any time ev er been he ld liablein a civil action resulting in a final judgment or consented to the entry of a stipulatedjudgm ent in a civil action, alleging a violation of Title 2.7 of the Califo rnia Civil Co de, fraud,embezzlement, fraudulent conversion or misappropriation of property or the use of untrue ormisleading representations in an attempt to sell or dispose of real or personal property or theuse of unfair, unlawful or deceptive bus iness practices, or is subject to any currently effectiveinjunction or restrictive order, including, but not limited to, a "cease and desist" order, an

    "assurance of discontinuance", or other com parable agreement or order, relating to b usinessactivity as the result of an action broug ht by a public agency o r departmen t, including but no tlimited to an action affecting any vocational license except for: (i) A Consent Judgm ent andOrder, without any court f indings of wrongdoing or admission of wrongdoing , entered intofor settlement purposes between the Federal Trade Comm ission, Orion Products Corp. , Mr.Bashor and Seller on July 19, 1996 in the United States District Court for the NorthernDistrict of California (Case No. C-96-2586); (ii) A Consent Order, without any findings ofwrongdoing or admission of wrongd oing entered into for settlement purposes betwe en theMaryland Securities Commissioner and Seller on July 15, 2002 (Case No. 2002-0340); and(ii i) A Consent Order, without any findings of wrongdoing or admission of wrongdoing,entered into for sett lement purposes between the Maryland Securit ies Commissioner andSeller on December 5,2 003 (Case No. 2002-0761). Furthermore, none of the persons l istedin paragraphs 1 or 2 above has, at any time during the previous seven fiscal years, been thesubject of an order for relief in bankruptcy, been reorganized due to insolvency, or been aprincipal, director, officer, trustee or partner of any other person that has so filed or was soreorganized, during or within one year after the period that such person held such positionwith such other person.

    5 . DESCRIPTION OF SELLER-ASSISTE D MAR KETIN G PLAN. Purchaserwill purchase machines throu gh an order placed by Seller with Purco Co rporation, a com panyunder common ownership and managem ent with Seller. Purco C orporation will then place apurchase order for the machines with an unaffi l iated manufacturing company. Purchaser willhave no obligation to make any payments to Purco Corporation or the unaffi l iatedmanufacturing company.Seller also will provide the following services for a Purchaser of a seller-assisted marketingplan:

    A) Provid e to Purch aser a start-up kit, which contain s service records ,operating procedures man ual and other data;

    B) Provide to Purchaser full color presentation brochures, promotionalpictures and business mail pamphlets and corresponding materials;

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    C) Provide to Purch aser a selection of suppliers of who lesalerefreshments; andD) If requested, provide Purchaser market and promotional information onrefreshments.

    6 . INITIAL FUNDS REQUIRED TO BE PAID BY A PURCHA SER. At tachedhereto is a price list which describes the variou s plans available to the Purcha ser. For limitedperiods of time, Seller may offer the plans at a reduced price. The purchase of any plan w illrequire a fee not to exceed twenty percent (20%) of the purchase price (e.g., not to exceed$4,000 on a $20,000 purcha se) to be paid upon signing the Purcha se Contract. The ba lance(e.g. balance of 80% of the purchase price if the fee is 20% of the purchase price) of thepurchase price is to be forwarded by wire or cashier 's check to the custody account, suchfunds to be released only after eviden ce of receipt of equipm ent. Of the total payme nt, theamount to be paid to the representative who induces the sale of this plan averages sevenpercent (7%). Seller also may compensate individuals acting as references because of thetime and inconvenience involved in taking calls from prospective purchasers. Specificpurcha se prices are set forth in the price list attached hereto. The dow n paym ent is refundableonly if Purchaser complies with the cancellation procedures described in the attachedPurchase Con tract. Depe nding up on local law, a Purch aser may be required to pay a sales oruse tax with respect to the purchase of a plan.

    7 . RE CU RRI N G F U N D S RE Q U I RE D T O BE P A I D BY A P U RCH A S E R.There are no royalties, commissions, advertising fees or other continuing expe nses to be paidby Purchaser to Seller.8 . AFFILIATED PERSONS THE PURCHASER IS REQUIRED OR ADVISED

    TO DO BUSIN ESS WIT H BY THE SELLE R. Seller does not directly or indirectly requireor advise the Purchaser to do busin ess with any person. A Purcha ser is free to purch ase fromany source the products to be vended in his/her machines or any services related thereto.Seller has no arrangements with any supplier and does not require Purchaser to do businesswith anyone other than as stated above.9. OBL IGAT IONS TO PURC HAS E. Except for the equipment to be purchasedfrom Seller and the services to be provided by Seller, Seller does not require Purchaser topurchase, lease or rent any real estate, services, supplies, products, inventories, signs, fixturesor equipment relating to the establishment or operation of the seller-assisted marketing planbusiness.10. REVE NUES RECEIVE D BY THE SELLER IN CONS IDERATIO N OFPURCH ASE BY A PUR CHA SER. Seller does not require Purchaser to purchase any goodsor services (other than the equipment described in the Purchase Contract) from any supplier.

    Seller does not receive any revenue or other consideration from such suppliers.

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    11. FINANC ING ARRAN GEM ENTS . Seller does not offer f inancing for the firstpurchase of equipment. If a Purchaser has t imely made all prior payments and a pu rchase r 'scredit is approved by Seller, Seller will offer a Purchaser the right to purchase additionalmachines after the placement of the Purchaser 's init ial order at the same purchase priceprovided for in the Purchase Contract, with a fifty percent (50%) down payment and thebalance to be paid in twenty-four m onthly installments without interest .If a Purchaser elects to place additional equipment orders under the financing programdescribed above, the Purchaser must sign a promissory note for the balance and a securityagreement so that Seller will retain a security interest in the equipm ent. If a Purchaser d oesnot make a payment on t ime, Seller can demand all overdue payments and repossess theequipment. Seller can also recover its costs of collection, including cou rt costs and attorn ey'sfees.

    12. REST RICTIO NS OF SALES. N o conditions are placed on Purch aser 's abili tyto offer goods or services or to the geographic areas in which goods or services will beprovided by Purchaser. Seller is not offerin g and Purchas er will not acquire any exclusiv elocation list or any exclusive rights to sell, distribute or market any of the vend ing m achin esin a particular or specific geograp hic or mar keting area. Seller has sold and Seller maycontinue to sell the same or similar vending m achin es and mailin g lists of possi ble loc ationsto other purchasers, which purchasers may have located or will locate his/her vendingmachines in the same geographic areas as Purchaser intends to locate his/her vendingmachin es. The numb er of location lists, if any, to be furnish ed for any spec ific geogr aphicarea will be determined solely by Seller. Seller has its prosp ective Purc hasers un dergo aninterview and evaluation process, which is primarily a self-elimination process, the purpo seof which is to encourage a prospective Purchaser to consider whether he/she is suitable forthe business. During the proce ss, the prosp ective Purc haser is requeste d to conside r issuessuch as his/her ability to accept responsibility, to follow procedures and to self promotehis/her business and to recognize the hard work and commitment required to make thebusiness success ful. If, during this proces s, a prospe ctive Purch aser is discou raged or ifhis/her commitment is weakened , then he/she should not become a Purchaser. Seller 'sobjective in this interview and evaluation process is to encourage the prospective Purchaserto fully consider his/her personal goals and com mitm ent to this business prior to entering intothe Purchase Con tract. Add itionally, this proc ess is intended to give Purc hasers a greatersense of pride in their business, and result in them being less likely to be disappointed or todisappoint Seller as their business is developed.

    13. PERSONAL PARTICIPATION REQUIRED OF THE PURCHASER IN THEOPERATION OF THE SELLER-ASSISTED MARK ETING PLAN. Al though Sel le rrecom mend s that each Purchase r persona lly participate in the direct operation of the businessbeing established pursuant to the seller-assisted marketing plan, Purchaser is not required toparticipate personally in the direct operation of the business.1 4 . T E RMI N A T I O N . CA N CE L L A T I O N , A N D RE N E WA L O F T H ESELLER-ASSISTED MA RKET ING PLAN. Except for the manufac turer ' s warranties wi threspect to the equipment purchased by Purchaser and the right of Purchaser to purchaseadditional machines pursuant to the terms of the Purchase Contract , the Purchase Contractshall terminate one year fro m the date entered into by Purch aser and Seller. The rights of aPurchaser to cancel the Purchase Contract are described in the attached Purchase Contract.

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    Except as may be required by applicable law, the Purchase Contract may not be renewed orextended by any party. Excep t as set forth below , no restrictions are placed on Pur cha ser'sability to transfer an interest in the seller-assisted marketing plan. The ma nuf act ure r'swarranties with respect to the equipment purchased by Purchaser are not transferable orassignable.15. SITE SELEC TIO N. Seller does not represen t or warran t that it will obtainlocations or outlets for Purchaser.16. LINES OF EQU IPME NT. Seller may from time to t ime market the seller-assisted marketing plan offered herein with the same, similar or different lines of equipment,such as, snack vending machines, refreshment vending machines, combination snack andrefreshment vending machines, coffee refreshment vending machines, and/or vending

    machines with different operating systems or dispensing mechanisms. Buyers of thesedifferent lines of vendin g mac hines m ay be in competition w ith the line of equipm ent offeredherein, and buyers have located or will locate his/her vending machines in the samegeographic area as Purchaser intends to locate his/her vending m achines.17. TRA ININ G PRO GRA MS. Seller does not conduct an initial trainingprogram, but does provide Purchaser with the information described in paragraph 5 abov e.Such information is provided to Purchaser without addit ional charge.18. PUBLIC FIGURE INVO LVEM ENT IN THE SELLER-ASSISTEDMA RKE TING P LAN S. No public f igure is used in connection with the managem ent oroperation of Seller or with a recomme ndation to purchase a seller-assisted m arketing plan.19. FINA NC IAL STA TEM ENT S. Attached hereto are recent financial statementsof Seller.2 0 . N O RE P RE S E N T A T I O N S RE G A RD I N G RA N G E O F S A L E S O REAR NING S. Seller makes no statement con cerning the sales or earnings or range of sales orearnings that may be achieved by Purchaser through this seller-assisted marketing plan.21. PUR CHA SE CON TRA CT. Attached hereto is a copy of the PurchaseContract to be entered into between Purchaser and Seller.

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    H] WinninghamfSl Becker

    j l & Co mp any, LLP

    I N D E P E N D E N T A U D IT O R S ' R E P O R T21031 Ventura Blvd.Suite 1000

    Woodland Hil ls, CA91364-222?

    Tel (818) 598-6525Fax (818) 598-6535

    www.wbac.com

    To the Board of DirectorsPlanet Antares, Inc.Culver C i ty, Cal i forniaWe have audi ted the accompanying balance sheets of Planet Antares, Inc. (aCal i fornia S corporation) as of Decem ber 31, 2009 and 2008. The se f inancialstateme nts are the responsibi li ty of the Com pany's manag eme nt. Ourresponsibi l i ty is to express an opinion on these f inancial statements based onour audi ts.We conducted our audi ts in accordance with audi t ing standards general lyaccepted in the United States of America. Thos e standards requ ire that we planand perform the audi t to obtain reasonable assurance about whether thefinancial stateme nts are free of materia l misstatem ent. An audi t includesexamining, on a test basis, evidence support ing the amounts and disclosures inthe f inancial statemen ts. An audi t a lso includes assessing the accoun tingprinciples used and signi f icant estimates made by management, as wel l asevaluating the overal l f inancial statement presentation. W e bel ieve that ouraudi ts provide a reasonable basis for our opinion.In our opinion, the f inancial statements referred to above present fa i r ly , in al lmateria l respects, the f inancial posi t ion of Planet Antares, Inc. as ofDecember 31, 2009 and 2008, in conformity wi th accounting principles general lyaccepted in the United States of America.

    IViarui IU, ^uiu

    http://www.wbac.com/http://www.wbac.com/
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    PLANET ANTARES, INC.BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008ASSETS

    2009 2008Current assetsCash and cash equivalents $ 992,581 $ 1,218,498Certif icates of d eposit - restricted 235,351 229,001Accounts receivable (net of allowance fordoubtful accounts of $5,000 in 2009 and2008) 92,171 165,241Loan and interest receivable - affi liate 631,222 Inventory 15,023 215,351Employee advances and other receivables 64,248 93,467Prepaid expenses 1,138,832 702,156

    Total current assets 3,169,428 2,623,714Property and equipmentEquipment 403,515 403,515Computers 207,101 207,101Furniture and fixtures 33,314 33,314Vehicles 320,549 462,711Leasehold improvements 402,710 385,274

    Total property and equipment 1,367,189 1,491,915Less accumulated depreciation and amortization (1,303,189) (1,313,192)Property and equipme nt, net 64,000 178,723

    Other assetsIntangibles, net of accumulated amortization of$119,910 in 2009 and $78,798 in 2008 496,770 537,882Security deposits 48,626 48,626Deferred income taxes 10,774 14,069Total other assets 556,170 600,577

    Total assets $ 3,789,598 $ 3,403,014LIABILITIES AND SHAREHOLDER'S EQUITY

    Current liabilitiesAccounts payableIncome taxes payableAccrued liabilitiesTotal current liabilities

    Unearned revenueShareholder's equityCommon stock, no par value, 10,000 sharesauthorized, 1,000 shares issued and outstanding

    Additional paid-in capitalRetained earningsTotal shareholder's equity

    Total l iabil i t ies and shareholder's equity

    933,58115,1001,185,9972,134,678

    490,681

    1 , 0 0 0752,300410,9391,164,239

    $ 3,789,598

    728,64716,671969,4571,714,775

    530,108

    1,000752,300404,831

    1,158,131$ 3,403,014

    SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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    P L A N E T A N T A R E S , I N C .N O T E S T O F I N A N C I A L S T A T E M E N T SAS OF DECEMBER 31, 2009 AND 2008

    N O T E 1 : D E S C R I P T IO N O F T H E C O M P A N Y A N D S U M M A R Y O F S I G N I F IC A N T A C C O U N T I N G P O L I C I E SPlanet Antares, Inc. ( the Company) was incorporated in April 1987. The Comp any's principal business activity is thedevelopment of comprehensive seller assisted marketing plans and vending equipment sales to refreshment vendingmachine operators throughout the United States, Canada and Puerto Rico.The Com pany 's sole shareholder is also the sole shareholder of Purco Corporatio n (Purco). As described in Note 3, Purcois the purchasing agent for the Company.Est ima tesThe preparation of f inancial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires the use of managem ent's estimates. Due to their prospective nature, actual results could differ from theseestimates.Cash and cash equivalentsThe Company considers all highly liquid investments purchased with initial maturities of three months or less to be cashequivalents. The Comp any places its temporary cash investm ents with a high quality f inancial institution located inSouthern California.Concentration of credit r iskFinancial instruments that potentially subject the Company to concentrations of credit r isk consist principally of cashdeposits. Accou nts are guaranteed by the FDIC up to $250,000. At times such investm ents may be in excess of the FederalDepos it insurance Corporation (FDIC) insurance limit. The Compan y has not experienced any losses in such accounts.The Company periodically reviews the f inancial condition of f inancial institutions in which it maintains cash balances.Certif icates of deposit - restr ictedThe Company maintains certif icates of deposit in various states that require a deposit as a condition for the Company toconduct business in that state . These certif icates of deposit are all under the FDIC insured limits and mature at varioustimes throughout 2010. Certif icates of deposit - restr icted are not conside red part of cash and cash equivalents.InventoryInventory consists entirely of vending equipment held for sale and is stated at the lower of cost or market, using theaverage cost method.Property and equipmentProperty and equipment is recorded at cost. The Comp any reviews the recoverability of long-lived assets whenev er eventsor changes in circumstances indicate that the carrying value of an asset may not be recoverable. This assessment isperform ed based on the estimated future cash f lows discounted and with interest charges. If the estimated cash f lows wereless than the carrying value, a write down would be record ed to reduce the related asset to its estimated fair value. As ofDecember 31, 2009 and 2008, management believes that there are no impairment losses, and none have been recorded.Intangible assetsThe intangible assets include costs to change the name of the Company from Antares Corporation to Planet Antares, Inc.

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    P L A N E T A N T A R E S , I N C .N O T E S T O F I N A N C I A L S T A T E M E N T SA S O F D E C E M B E R 3 1 , 2 0 0 9 A N D 2 0 0 8

    NOTE 1: (CONTINUED)Unearned revenueThe Company requires a deposit at the time a contract is signed. The deposits are recorded as unearned revenu e until theshipment of the vending equipment and marketing plan are provided to the customer or the customer defaults on theircontractual obligations. Unearn ed revenue is classif ied as a non-curren t liability as it makes no dem ands on wo rkingcapital.N O T E 2 : C O M M I T M E N T SThe Company leases its off ice facility in Culver City, California under a non-cancelable operating lease, expiringDecember 31, 2011.Total minimum future rental payments under non-cancelable operating leases as of December 31, 2009 are summarized asfol lows: Year endedDecember 31 A m o u n t

    2010 533,9522011 549.960Total minimu m future rental paym ents $ 1.083.912

    Total minimum future rental payments have not been reduced by $835,932 of sublease rentals to be received in the futureunder noncancelable subleases.N O T E 3: R E L A T E D P A R T Y T R A N S A C T I O N SDuring 2009 and 2008, the Company had the following related party transactions:W i t h P u r c o C o r p o r a t i o n :Purchasing agreementThe Company has an arrangement with Purco under which Purco arranges for the purchase of vending equipment by theCompany ' s cus tomers . As of December 31 , 2009 and 2008, the Company owed Purco commiss ions of $37,404 and$18,753 respectively.ReceivablePurco owed $1,995 to the Company as of December 31, 2008.W i t h P l a n e t A n t a r e s - U K ( t h e A f fi l i a t e )During 2009, the Company prov ided a $1,000,000 credit line to Planet Antares - UK . The Affilia te operates in the UnitedKing dom and is wholly owned by the Co mpa ny's sha reholder. During the year, $754,77 0 was loaned to the Affiliate. A sof December 31, 2009, the Affili ate owed $63 1,222 to the Com pany, includin g $6,225 of accrued interest. The Co mpan yis accruing interest monthly with an interest rate of one and one-half percent above the federal prime lending rate (3.25% asof December 31, 2009).

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    N O T E S T O F I N A N C I A L S T A T E M E N T SAS OF DECEMBER 31, 2009 AND 2008

    N O T E 1 : D E S C R I P T IO N O F T H E C O M P A N Y A N D S U M M A R Y O F S I G N I F IC A N T A C C O U N T I N G P O L I C I E SPlanet Antares, Inc. ( the Company) was incorporated in April 1987. The Comp any's principal business activity is thedevelopment of comprehensive seller assisted marketing plans and vending equipment sales to refreshment vendingmachine operators throughout the United States, Canada and Puerto Rico.The Com pany 's sole shareholder is also the sole shareholder of Purco Corporation (Pu rco). As described in Note 3, Purcois the purchasing agent for the Company.EstimatesThe preparation of f inancial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires the use of manage ment's estimates. Due to their prospective nature, actual results could differ from theseestimates.Cash and cash equivalentsThe Company considers all highly liquid investments purchased with initial maturities of three months or less to be cashequivalents. The Compan y places its temporary cash investm ents with a high quality f inancial institution located inSouthern California.Concentration of credit r iskFinancial instruments that potentially subject the Company to concentrations of credit r isk consist principally of cashdeposits. Accou nts are guaranteed by the FDIC up to $250,000. At times such investmen ts may be in excess of the FederalDeposit insurance Corporation (FDIC) insurance limit. T he Compan y has not experienced any losses in such accounts.The Company periodically reviews the f inancial condition of f inancial institutions in which it maintains cash balances.Certif icates of deposit - restr ictedThe Company maintains certif icates of deposit in various states that require a deposit as a condition for the Company to*\ conduct business in that state . T hese certif icates of deposit are all under the FDIC insured limits and mature at varioustimes throughout 2010 . Certif icates of deposit - restr icted are not considered part of cash and cash equivalents.InventoryInventory consists entirely of vending equipment held for sale and is stated at the lower of cost or market, using theaverage cost method.Property and equipmentProperty and equipment is recorded at cost. The Com pany review s the recoverability of long-lived assets whenever ev entsor changes in circumstances indicate that the carrying value of an asset may not be recoverable. This assessment isperformed based on the estimated future cash f lows discounted and with interest charges. If the estimated cash f lows wereless than the carrying value, a write down w ould be recorded to reduce the related asset to its estimated fair value. As ofDecember 31, 2009 and 2008, management believes that there are no impairment losses, and none have been recorded.Intangible assetsThe intangible assets include costs to change the name of the Company from Antares Corporation to Planet Antares, Inc.

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    P L A N E T A N T A R E S , I N C .N O T E S T O F I N A N C I A L S T A T E M E N T SAS OF DECEMBER 31, 2009 AND 2008

    N O T E 4: P O S T - E M P L O Y M E N T B E N E F I T SCertain Company key employe es are entitled to severance pay if they are terminated withou t cause. Mana gemen t hasdetermined that it is impracticable to estimate the amount of compensation for severance pay and accordingly, no liabilityhas been recorded in the accompanying f inancial statements.N O T E 5 : M A N U F A C T U R E R ' S A G R E E M E N TThe Company uses independ ent manufacturers to produce vendin g equipment and various dollar change machines. Themanufacturers build and store the machines, and ship the machines directly to the Company's customers at the Company'sdirection or that of Purco. Each machine is covered by the manu facturers ' warranties. Man agem ent believes the Companyis not dependent on any of the manufacturers to produce these machines and could continue business with anothermanufacturer , if necessary.Beginning in 2008, the Company began selling a new line of vending equipment manufactured by different suppliers.Therefore, the Comp any terminated its agreement with its previou s manu facturers. The Compa ny purchased eq uipmen tand parts from the prior independent manufacturers in order to ensure adequate support and service to existing customers.Manage ment believes the inventory purchased will adequately provide for the needs of existing customers. Mana geme ntdoes not believe there will be any effect on the Company's continuing operations as they have contracted with otherindependent manufacturers to produce their new line of vending equipment.N O T E 6 : R E C L A S S I F I C A T I O N SCertain reclassif ications have been made to the prior year 's f inancial statements to conform to the current year presentation.These reclassif ications had no effect on previously reported retained earnings.N O T E 7: S U B S E Q U E N T E V E N T SSubsequent events were evaluated to determine if events that occurred should be reported or disclosed in the f inancialstatements as of Decem ber 31, 2009. Events were evaluated through Ma rch 10, 2010, the date the f inancial statementswere issued.

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    A C K N O W L E D G M E N T

    The undersigned hereby ack nowledges that they (i) are receiving a complete copy ofthe Purchase Contract and the California Disclo sure Statem ent and Informa tion Sheet and (ii)had previously received a complete copy of the same documents at the presentationattended .(Must be at least 2 days prior to contract signing)

    SELLER D A T E

    P U RCH A S E R D A T E

    P U RCH A S E R D A T E

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