| |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K |
Mark
One
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2014
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to _______
Commission
File No. 333-172850
| |
Unique Underwriters, Inc. |
|
(Exact name of registrant as specified in its charter) |
| |
|
|
|
Nevada
(State or Other Jurisdiction of Incorporation
or Organization) |
6361
(Primary Standard Industrial Classification
Number) |
27-0631947
(IRS Employer
Identification Number) |
121
North Commercial Drive,
Mooresville,
NC 28815
(704)
902-5380
(Address
and telephone number of principal executive offices)
Securities
Registered Under Section 12(b) of the Exchange Act: None
Securities
Registered Under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value (Title of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act Yes [ ]
No [X].
Indicate
by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act
Yes
[ ] No [X].
Indicate
by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] No [X]
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
[ X ]
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best 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. [ ]
Indicate
by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company
[X]
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
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 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 quarter: $828,435. For purposes of this computation, all directors and executive
officers of the registrant are considered to be affiliates of the registrant).
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class |
Outstanding
as of December 31, 2014 |
| Common
Stock: $0.001 par value |
775,656 |
DOCUMENTS
INCORPORATED BY REFERENCE
An
information statement on Form 14F-1 regarding the change of directors and executive officers of the Company was filed on June
2, 2014.
An
information statement on Form DEF 14C regarding the name change, reverse stock split and redomicile of the Company from Texas
to Nevada was filed on June 23, 2014.
TABLE
OF CONTENTS
PART
I:
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART
II:
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
Item
8. Financial Statements and Supplementary Data
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item
9A. Controls and Procedures
Item
9A(T). Controls and Procedures
Item
9B. Other Information
PART
III:
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item
13. Certain Relationships and Related Transactions, and Director Independence
Item
14. Principal Accounting Fees and Services
PART
IV:
Item
15. Exhibits, Financial Statement Schedules
SIGNATURES:
Cautionary
Statement Regarding Forward-Looking Statements
This
annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking
statements that involve risk and uncertainty.
A
number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements
made in this report. Forward-looking statements are often identified by words like: “believe”, “expect”,
“estimate”, “anticipate”, “intend”, “project” and similar expressions or words
which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology
such as “may”, “will”, “should”, “plans”, “predicts”, “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
The
cautions outlined made in this statement and elsewhere in this document should not be construed as complete or exhaustive. In
many cases, we cannot predict factors which could cause results to differ materially from those indicated by the forward-looking
statements. Additionally, many items or factors that could cause actual results to differ materially from forward-looking
statements are beyond our ability to control. The Company will not undertake an obligation to further update or change any
forward-looking statement, whether as a result of new information, future developments, or otherwise.
Our
financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. References to common shares refer to common shares in our capital stock.
In
this report, “Unique Underwriters, Inc.”, “the Company,” “the Registrant,” “we,”
“us,” and “our,” refer to Unique Underwriters Inc., unless the context otherwise requires. Unless otherwise
indicated, the term “fiscal year” refers to our fiscal year ending June 30, 2014. Unless otherwise indicated, the
term “common stock” refers to shares of the Company’s common stock, par value $0.001 per share.
PART
I
Item
1. Business.
Overview
Unique
Underwriters, Inc. (the “Company”) was incorporated in the State of Texas in 2009. Effective as of March 14, 2014,
Samuel Wolfe and Robert Luciano entered into a Share Purchase Agreement whereby, Mr. Wolfe sold to Mr. Luciano 305,000 shares
(after reverse stock split discussed below) of the Company’s common stock in consideration for payment of $5,000. Mr. Wolfe
retained ownership of 20,000 shares (after reverse stock split) of the Company’s common stock. As of the same date, Ralph
Simpson and Bennie Manion entered into a Share Purchase Agreement, whereby Mr. Simpson sold to Mr. Manion 305,000 shares (after
reverse stock split) of the Company’s common stock in consideration for payment of $5,000. Mr. Simpson retained ownership
of 20,000 shares (after reverse stock split) of the Company’s common stock. Both Mr. Luciano and Mr. Manion each held approximately
39.3% of the Company’s outstanding shares as of March 14, 2014 as a result of the foregoing.
Pursuant
to resolution of the Board of Directors, on March 14, 2014, Mr. Samuel Wolfe resigned as the Company’s chief executive officer
and president and from all other officer positions; Mr. Rudolf Renda resigned as a director of the Company (his sole position)
and Mr. Ralph Simpson resigned as the Company’s chief financial officer, chairman of the board, director and from all other
positions held by him. Simultaneously, pursuant to the same resolution, Roberto Luciano was appointed as the Company’s chief
executive officer, president, secretary, treasurer and director and Bennie Manion was appointed chief operating officer, vice
president and director of the Company. After such appointments, and pursuant to the same board resolution, Mr. Samuel Wolfe resigned
as director of the Company, leaving Mr. Luciano and Mr. Manion as the Company’s sole officers and directors.
On
or around May 9, 2014, the Board of Directors agreed to and did incorporate a wholly owned subsidiary in Nevada under the name
Junkiedog.com with the intent of merging with the subsidiary in order to change the Company’s domicile and name and effectuate
a reverse split of its common stock at a ratio of 1:100. The Board of Directors and shareholders of the Company approved the merger
with JunkieDog.com on or about June 9, 2014, which was not completed as of June 30, 2014.
An
information statement on Form 14F-1 regarding the change of directors and executive officers of the Company was filed on June
2, 2014; and an information statement on Form DEF 14C regarding the name change, reverse stock split and redomicile of the Company
from Texas to Nevada was filed on June 23, 2014, each of which are incorporated herein by reference and provide more detail regarding
the foregoing.
The
disclosures in this Form 10-K regarding the number of shares and the statement of stockholders’ equity have been restated
per FASB 128 paragraph 134, as if the reverse split took effect at the beginning of the periods presented.
Plan
of Operation
About
Our Company
The
Company provides sales and marketing assistance for its agents by utilizing direct-mail lead programs, insurance sales training
and agency-building opportunities. As of June 30, 2014, the Company offered the following forms of insurance sales:
Mortgage
life insurance: a form of life insurance that will cover the cost of the mortgage in the event of policy holder’s death,
so that his/her family doesn’t have to worry about paying it off without the aid of primary income. Life insurance can be
used for a variety of purposes, such as: providing for your spouse and children, paying off a mortgage and other debts, transferring
wealth or business interests, accumulating cash on a tax advantaged basis, achieving estate tax liquidity, saving money for college
expenses or retirement or other life events. Disability Insurance pays the insured a monthly benefit if he/she becomes disabled,
as a result of an accident or disease, and cannot perform the duties of their own job.
Funeral
expense insurance: an insurance policy used to pay for funeral services and a burial when the named insured dies. Such a policy
helps ease the financial burden placed on a family when a loved one dies. It is no different than a traditional life insurance
policy with a small monetary value. Funeral expense insurance allows the named insured to feel safe knowing that funeral-related
expenses are covered regardless of the status of their estate at the time of death.
As
of June 30, 2014, the Company provides sales and marketing assistance for its agents by utilizing direct-mail lead programs, insurance
sales training and agency-building opportunities. The Company rents quality leads to its agents that allow the agent to generate
sales of mortgage protection insurance policies, final expense insurance policies, annuities and life insurance policies. UUI
generates revenue from three sources: (1) commissions from insurance carriers as a result of policies sold by our network of independent
agents; (2) renting leads to our network of independent agents; (3) and the sales of annual membership packages to our agents
that provide various levels of access to leads, training, personalized website, mentoring, customer support, company events and
conventions.
In
conjunction with the changes in control due to the share purchase agreements above discussed, the Company intends to assign its
insurance business to Mr. Samuel Wolfe. Prior to assigning its insurance business, the Company intends to complete an acquisition
of First Choice Apparel Company LLC, a North Carolina limited liability company (“First Choice”), which is an online
e-commerce company that specializes in importing, product sourcing, and global distribution of various products ranging from consumer
electronics to department store merchandise.
First
Choice Apparel
The
Company intends to acquire First Choice in exchange for 40,000,000 shares (after the reverse split) of the Company’s common
stock, or approximately 98.1% of outstanding common shares after their issuance to the current First Choice shareholders. First
Choice has agreements and relationships overseas with manufacturers and in the U.S. with many major, big box retailers that will
enable the Company to have strong competitive advantages in its market segments. Through the acquisition of First Choice,
the Company will offer various products and distributes across multiple distribution channels, including, but not limited to,
retail e-commerce, wholesale, liquidation, and bulk sales of liquidated merchandise.
Market
Opportunity
First
Choice currently sells and distributes a constantly growing and changing number of products ranging from consumer electronics
to department store merchandise. Besides selling directly to end-users through its own website, First Choice’s greatest
revenue source is selling business-to-business through major established merchandise portals including Amazon, eBay, Sears, RetailMeNopt,
Rakuten, HalfOffDepot and others. These distribution outlets have spent and continue to spend millions of dollars attracting customers
to their sites.
The
strength of First Choice and what gives it a sustainable competitive edge is its ability to source a large variety of products
at low prices that offer high margins. In addition, through the use of strategic agreements with manufacturers, other distributors
and third party shippers, First Choice operates with low overhead and without large investments in the cost of storage of inventory.
Competition
The
e-commerce market is highly competitive. The Company believes that the ability of First Choice to compete in this space depends
on many factors both within and beyond its control including:
| - | The
size and composition of the customer and vendor base |
| - | The
number of vendors and products featured on its website |
| - | Selling
and marketing efforts |
| - | The
quality, price, and reliability of products offered by First Choice as compared to the
competition |
| - | The
ability to cost-effectively source, market, and distribute products |
Employees
As
of June 30, 2014, First Choice has 5 full-time employees and 1 part-time employee. First Choice also utilizes a staffing agency
to process inbound orders.
Item
1A Risk Factors
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under
this item.
Item
1B. Unresolved Staff Comments
None
Item
2 Properties
Our
administrative offices are located at 121 North Commercial Drive, Mooresville, North Carolina 28815.
Item
3. Legal Proceedings
None
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
Market
for Common Equity
As
the Company is a “smaller reporting company,” it is not required to provide the performance graph required in paragraph
(e) of Item 201.
Market
Information
Our
common stock is quoted on the OTC Link™ quotation platform of OTC Markets Group, Inc. under the symbol “JKDG”.
OTC Markets Group, Inc. is not an issuer listing service, market or exchange.
As
of the date of this report we have 112 registered shareholders holding 775,687 shares; there are no shares held by broker-dealers.
Holders
As
of June 30, 2014, 775,656 shares of common stock were issued and outstanding. There are 112 shareholders of our common stock
and each shareholder of our common stock is entitled to one vote for each share on all matters submitted to a stockholder vote.
Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Although there
are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder
approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect. Holders of common
stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.
In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in
all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over
the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Dividends
We
have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings
to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on common stock.
Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions,
business prospects, and other factors that the board of directors considers relevant.
Securities
authorized for issuance under equity compensation plans
We
do not have any equity compensation plans and accordingly we have no securities authorized for issuance hereunder.
Purchases
of equity securities by the Issuer and affiliated purchasers
There
were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended June 30,
2014.
Penny
Stock
Our
common stock is considered to be a “penny stock” under the rules of the Securities and Exchange Commission (the “SEC”)
under the Securities Exchange Act of 1934. 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 price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and
volume information with respect to transactions in such securities is provided by the exchange or quotation 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 Commission, that:
| |
|
| - |
contains a description of the nature and level of risks in the
market for penny stocks in both public offerings and secondary trading; |
| |
|
| - |
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 to such duties
or other requirements of Securities’ laws; 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; |
| |
|
| - |
contains a toll-free telephone number for inquiries on disciplinary
actions; |
| |
|
| - |
defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and |
| |
|
| - |
contains such other information and is in such form, including
language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer
also must provide, prior to effecting any transaction in a penny stock, the customer with:
| |
|
| - |
bid and offer quotations for the penny stock; |
| |
|
| - |
the compensation of the broker-dealer and its salesperson in the
transaction; |
| |
|
| - |
the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the marker for such stock; and |
| |
|
| - |
monthly account statements showing the market value of each penny
stock held in the customer’s account. |
In
addition, the penny stock rules that 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 acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitably statement.
These
disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
Item
6. Selected Financial Data
As
a smaller reporting company, we are not required to provide the information required by this item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion should be read in conjunction with our financial statements and the notes thereto.
Forward-Looking
Statements
As
previously stated, this annual report contains forward-looking statements relating to us that are based on the beliefs of our
management as well as assumptions made by, and information currently available to, our management. When used in this Report, the
words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”
and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements
reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions,
including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary
rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and
foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities
markets, Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,”
and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.
Use
of GAAP Financial Measures
We
use GAAP financial measures in the section of this annual report captioned “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” All of the GAAP financial measures used by us in this report relate to the
inclusion of financial information.
Overview
This
subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial
condition and operating performance, our overall business strategy and our earnings for the periods covered.
General
The
Company intends to enter a Plan of Exchange (the “Exchange”) with First Choice Apparel Company LLC and the members
of First Choice, including the Company’s CEO and director, Roberto Luciano, pursuant to which 40,000,000 shares of the Company’s
common stock is expected to be issued to the members of First Choice in exchange for all of the shares in First Choice. Upon
completion of the Exchange, First Choice will become the Company’s wholly-owned subsidiary and the members of First Choice
will then own a ‘controlling interest’ in the Company, representing approximately 98.1% of the current voting shares
of the Company on a fully dilutive basis. The Exchange is expected to be closed in December, 2014.
Results
of Operations
Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be
unable to continue in operation.
We
expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital
through, among other things, the sale of equity or debt securities.
Revenues
We
had revenue of $ 311,789 for the current fiscal year ended June 30, 2014, of which $134,731 was from commissions due to sales
of insurance products, including mortgage life insurance and funeral expense insurance, and $177,058 from the sales of leads during
the current fiscal year ended June 30, 2014.
Comparatively,
we had revenue of $ 1,524,576 for the fiscal year ended June 30, 2013, of which $811,136 was from commissions due to sales of
insurance products, including mortgage life insurance and funeral expense insurance, and $713,440 from the sales of leads during
the fiscal year ended June 30, 2013. The revenue decreased by $1,212,788 or 79.55 %, during the current fiscal year ended June
30, 2014, because of the change in management of the Company on March 14, 2014 per Share Purchase Agreements discussed above.
Cost
of Sales
The
cost of sales was $157,487, or 50.51% of revenues for the current fiscal year ended June 30, 2014.
Cost
of sales includes the costs directly attributable to revenue recognition, such as marketing and leads generation costs,
leads purchased costs, and payments to agents, which was $41,947, $48,181, and $67,359, respectively, for the current fiscal
year ended June 30, 2014.
The
cost of sales was $649,161, or 43 % of revenues for the fiscal year ended June 30, 2013.
Cost
of sales includes the costs directly attributable to revenue recognition, such as marketing and leads generation costs, leads
purchased costs, and payments to agents, which was $151,864, $173,949, and $323,348 for the fiscal year ended June 30, 2013.
We
recognized cost of sales in the same manner in conjunction with revenue recognition, when the costs were incurred. Contract labor
expenses were not directly related to the generation of sales; rather, these were involved in the selling, general and administrative
expenses of the business.
Expenses
We
had operating expenses of $477,126 during the current fiscal year ended June 30, 2014, compared to operating expenses of
$914,254 during the fiscal year ended June 30, 2013. The decrease of $437,128 during the current fiscal year ended June 30,
2014 was due primarily to the decrease in contract labor, payroll and related taxes and other general and administrative
expenses by $167,349, $214,717, and $134,000, respectively.
Expenses
included in other administrative expenses in the accompanying statement of operations are miscellaneous and sundry expenses pertaining
to office expenses and office supplies that are immaterial to be presented separately on the face of the statement of operations.
Liquidity
and Capital Resources
Operating
Activities
Net
cash used in operating activities was $94,530 during the current fiscal year ended June 30, 2014. Negative cash flow from operation
during the current fiscal year ended June 30, 2014 was due to the net loss of $410,085, offset by the common stock issued for
compensation of $10,800, loss on derivative liabilities by $66, loss on disposal of fixed assets of $3,717, amortization of
debt discount of $54,309, the issuance of convertible debt for professional fee of $12,500, depreciation expense of $484,
the decrease in rent deposit of $4,578, the increase in accounts payable in amount of $500, the increase in accrued expense of
$222,018, and the increase in accrued interest of $4,803.
Comparatively,
net cash used in operating activities was $50,682 during the fiscal year ended June 30, 2013. Negative cash flow from operation
during the fiscal year ended June 30, 2013 was due to the net loss of $48,715, the increase in accounts receivable by $1,780,
the increase in rent deposit by 4,578, plus the decrease in accounts payable in amount of $31,987, offset by the amortization
of debt discount of $484, the imputed interest expense of $10,000, and the increase in accrued payroll taxes by $25,892.
Investing
Activities
Net
cash used in investing activities was $1,315 for the fiscal year ended June 30, 2014, due primarily to the purchase of computer.
Comparatively, net cash used in investing activities was $3,371 for the fiscal year ended June 30, 2013, due primarily to the
purchase of furniture.
Financing
Activities
Net
cash provided by financing activities was $85,238 for the current fiscal year ended June 30, 2014 due to $4,662
bank overdraft, $66,229 if proceeds from issuance of convertible debenture, $39,205 of net proceeds from factory arrangements, offset by
$24,858 repayment of loans from related party. Comparatively, cash provided by financing activities was $45,484 for the
current fiscal year ended June 30, 2013 due to proceeds from related party loans.
Critical
Accounting Policies
Revenue
Recognition - The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The
Company considers revenue realized or realizable and earned when all of the following criteria are met:
| (i) | persuasive
evidence of an arrangement exists, |
| (ii) | the
services have been rendered and all required milestones achieved, |
| (iii) | the
sales price is fixed or determinable, and |
| (iv) | Collectability
is reasonably assured. |
The
Company recognized revenue during the period in which insurance carriers receive premium payments, at which point the Company
has fully earned the commission. Commission payments are generally received within few days of being earned.
he
lead sales revenue is recognized when one of our agents submits an order to rent leads and simultaneously their credit card is
processed and the leads are distributed to them. The Company recognizes revenue when the agent submits an order to rent the leads
for 30 days. After thirty days the leads become available for rental to another agent. Leads may be rented multiple times at decreasing
rates due to the lead’s age and number of times it has been rented. The Company earned selling leads in December 2013.
Cost
of Sales - The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition,
when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition and include marketing
and leads generation costs, leads purchased costs and agent expenses. Selling, general and administrative expenses are charged
to expense as incurred.
Plan
of Operation and Funding
We
had a bank overdraf of $4,682 as of June 30, 2014, and the accumulated deficit as of June 30, 2014 was $11,767,911. The
Company’s current cash on hand is not sufficient to meet our working capital requirements for the next twelve month
period.
After
the closing of the Exchange (discussed in this Item above under “General”), we expect that working capital
requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working
capital requirements are expected to increase in line with the growth of our business after the reverse merger with First Choice.
In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures
relating to: (i) logistic expenses; (ii) advertisement expenses; and (iii) marketing expenses. We intend to finance these expenses
with further issuances of securities, and potentially debt issuances. Thereafter, we expect we will need to raise additional capital
and generate revenues to meet long-term operating requirements. Additional issuances of equity or debt securities could potentially
result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to
our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available
or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations. We will have to raise additional funds in the next
twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.
Off-Balance
Sheet Arrangements
As
of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have
a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to investors.
Going
Concern
The
Company has suffered recurring losses from operations since inception and has a negative working capital. These factors raise
substantial doubt as to the ability of the Company to continue as a going concern.
Management’s
plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s
working deficiency, and 2) implement a plan of exchange with First Choice Apparel Company LLC, which is an e-commerce company
generating sales revenues through online trading. The Company’s continued existence is dependent upon its ability to resolve
it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s
plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments
that might result from the outcome of these risks and uncertainties.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
Item
8. Financial Statements and Supplementary Data
Our
financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
The
Report of Independent Registered Public Accounting Firm issued by Bongiovanni & Associates, CPAs for the audited financial
statements for the year ended June 30, 2013 and the Report of Independent Registered Public Accounting Firm issued by D. Brooks
and Associates CPA's, P.A. for the audited financial statements for current fiscal year ended June 30, 2014 are included herein
immediately preceding the audited financial statements.
Our
audited financial statements are included following the signature page to this Form 10K.
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
On
May 15, 2014, Silberstein Ungar, PLLC (“Silberstein”) resigned as principal independent auditor for the Company. Silberstein
had been retained in that position since April 12, 2014. Simultaneously, the Company engaged D. Brooks and Associates CPA’s,
P.A. (“D. Brooks”) as its independent registered public accounting firm. The engagement of D. Brooks and Associates
CPA’s, P.A. was approved by Company’s Board of Directors.
During
Company’s two most recent fiscal years and the subsequent interim period preceding to the dismissal of Silberstein, Company
had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope of procedure which disagreement if not resolved to the satisfaction of Silberstein would have caused it to make reference
to the subject matter of the disagreement in connection with its report. Although Silberstein was recently selected as auditor,
they have not yet done any audit work.
During
Company’s two most recent fiscal years and the subsequent interim period prior to retaining D. Brooks (1) neither Company
nor anyone on Company’s behalf consulted D. Brooks regarding (a) either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on Company’s financial statements
or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively,
of Regulation S-K, and (2) D. Brooks did not provide Company with a written report or oral advice that they concluded was an important
factor considered by Company in reaching a decision as to accounting, auditing or financial reporting issue.
Item
9A. Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions
regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Our
management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error
and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance
that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits
of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a
control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
As
of June 30, 2014, the year-end period covered by this report, under the supervision and with the participation of the Company’s
principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, we have concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this annual report. There have been no changes in our internal
controls over financial reporting that occurred during the fiscal year ended June 30, 2014 that have materially or are reasonably
likely to materially affect our internal controls over financial reporting.
Management's
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c),
to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation
of financial statements for external purposes in accordance with generally accepted accounting principles.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The
Company’s principal executive officer and principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of June 30, 2014. As a result of this assessment, we concluded that, as of
June 30, 2014, our internal control over financial reporting was not effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As
of June 30, 2014, our auditor considers our internal controls to have certain material weaknesses or significant deficiencies
under standards of the PCAOB. Our auditor noted the following deficiencies that it believes are a material weaknesses:
| - | Accounts
payable (design weakness) |
| - | Reconciliation
of bank accounts (design weakness) |
| - | Improper
Application of GAAP Related to Assigned Debt (design and operational weakness) |
| - | Improper
Application of GAAP Related to Abandoned Lease (design and operational weakness) |
| - | No
independent Audit Committee |
| - | Lack
of Segregation of Duties and Financial Reporting Duties (Design Weakness) |
The
Company intends to review the above design and operational weaknesses going forward.
Changes
in Internal Control over Financial Reporting.
There
were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the
evaluation date.
Item
9B. Other Information
No
items required to be reported on Form 8-K during the fourth quarter ended June 30, 2014 covered by this report were not previously
reported on Form 8-K..
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors
of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified.
The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or
removal from office.
| Name |
Age |
Title |
| Roberto Luciano |
42 |
President, Chief Executive officer,
Principal Financial Officer and Director |
| Bennie Manion |
40 |
Chief Operations Officer and Director |
None
of our directors or officers is a director in any other U.S. reporting companies. We are not aware of any proceedings to which
any of our officers or directors, or any associate of any such officer or director is a party adverse to us or has a material
interest adverse to us.
Director
and Executive Biographies
Mr.
Luciano, age 42, has since June 2010 been a partner in Mi Logistics, a third party logistics and supply chain management company
specializing in warehousing, transportation and contract packaging located in Mooresville, North Carolina. Mi Logistics’
business strategy is to assist companies in achieving greater efficiency, reliability and profitability in the delivery of their
products. In 2013 he co-founded First Choice Apparel Company which is engaged in ecommerce sales of name brand apparel and accessories,
where he is currently the principal and CEO.
Mr.
Luciano has spent more than 15 years of his professional career in the technology field having worked for three Fortune 100 companies
including: McGraw-Hill, Johnson & Johnson and IBM.
Mr.
Luciano attended Montclair State University.
Mr.
Manion, age 40, has since March 2010 served as the chief executive officer of Mi Logistics, LLC and is responsible for its operations,
business development, sales, fulfillment and support. In 2013 he co-founded First Choice Apparel Company which is engaged in ecommerce
sales of name brand apparel and accessories. From 2005 to 2009 was co-owner of Faith Integrated Logistics, LLC.
Mr. Manion
has spent four years as an Associate and Youth Pastor at Aldersgate UMC in Nixa, MO. He earned an M.A. from the Assemblies
of God Theological Seminary and a Bachelor of Science degree in Biology from Southern Illinois University at Carbondale.
Involvement
in Certain Legal Proceedings
During
the past ten years, neither Mr. Luciano, nor Mr. Manion has been the subject of the following events:
1.
Any bankruptcy petition filed by or against any business of which Mr. Manion or Mr. Luciano 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.
3.
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting Mr. Luciano, nor Mr. Manion’s involvement in any type
of business, securities or banking activities.
4.
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.
Stockholder
Communications with the Board
We
have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors.
Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that
appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor
whether it would be appropriate to adopt such a process.
Audit
Committee
We
do not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act, the entire
Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes,
and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition
and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving
on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition
of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an
expert. We have had minimal operations for the past two (2) years. Presently, there are only four (4) directors serving on our
Board, and us are not in a position at this time to attract, retain and compensate additional directors in order to acquire a
director who qualifies as an "audit committee financial expert", but we intend to retain an additional director who
will qualify as such an expert, as soon as reasonably practicable. While neither of our current directors meets the qualifications
of an "audit committee financial expert", each of our directors, by virtue of his past employment experience, has considerable
knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight
responsibilities. Accordingly, we believe that our current directors capably fulfill the duties and responsibilities of an audit
committee in the absence of such an expert.
Code
of Ethics
We
have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is
being designed with the intent to deter wrongdoing, and to promote the following:
| |
• |
Honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships |
| |
• |
Full, fair, accurate, timely and understandable
disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public
communications made by the small business issuer |
| |
|
|
| |
• |
Compliance with applicable governmental laws, rules and regulations |
The
prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
| |
• |
Accountability for adherence to the code |
Section
16(a) Beneficial Ownership Reporting Compliance
Under Section
16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of
the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership
of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership
with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K,
any failure to comply therewith during the fiscal year ended June 30, 2013.
The
Company is aware that both Bennie Manion and Roberto Luciano have each failed to file a form 3 with the SEC disclosing their respective
acquisition of 305,000 shares on March 14, 2014 as detailed herein. Mr. Manion and Mr. Luciano have indicated their intent to
report such transactions on form 5. The Company is also aware that Samuel Wolfe and Ralph Simpson have each failed to file form
4s indicating their disposition of shares.
Item
11. Executive Compensation
General
The
table below sets forth information concerning compensation paid, earned or accrued by our chief executive officer and chief operating
officer (“Named Executive Officers”) from the years ended June 30, 2014 and 2013, respectively.
| |
SUMMARY
COMPENSATION TABLE* |
Name
and principal
position
|
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
Incentive
Plan
Compensation
($) |
Non-qualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
| Roberto
Luciano |
2014 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
| Bennie
Manion |
2014 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Samuel
Wolfe, CEO/
President
|
2013
|
130,000
|
0 |
0 |
0 |
0 |
0 |
4,487 |
134,487
|
| |
2014 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Ralph
Simpson,
COO/
Chairman
|
2013
|
130,000 |
0 |
0
|
0
|
0
|
0
|
61,800 |
191,800
|
| |
2014 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
| (1) | For
year ended June 30, 2014, the Company has not paid any compensation. Moving forward,
compensation shall be in the discretion of incoming management, which has not been set
at this time. |
The
Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs
for the benefit of its employees.
The
Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base
and the current composition of management, the board of directors does not believe that the Company requires a compensation committee
at this time. The board of directors takes the position that management of a Target Business will make a determination to establish
a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Transaction,
if ever.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table lists, as of December 31, 2014, the number of shares of our common stock that are beneficially owned by (i) each person
or entity known to us to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director
of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common
Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the
voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person
is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within
60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the
same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary
beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated
based on 775,656 shares of our common stock were issued and outstanding as of the date of this 10-K.
| Name of Beneficial Owner | |
Number of Shares of Common Stock Beneficially Owned | |
Percent of Common Stock Beneficially Owned |
Roberto Luciano, CEO, president, secretary,Treasurer, director | |
| 305,000 | | |
| 39.30 | % |
| Bennie Manion , COO and director | |
| 305,000 | | |
| 39.30 | % |
| All officers and directors | |
| 610,000 | | |
| 78.60 | % |
Changes
in Control
Upon
closing of the Share Purchase Agreements, dated March 14, 2014, Mr. Roberto Luciano and Mr. Bennie Manion purchased total 610,000
shares of common stock of the Company, representing approximately 78.6% in total of the issued and outstanding common stock, which
caused a change in control of the Company.
Item
13. Certain Relationships and Related Transactions, and Director Independence
N/A
Item
14. Principal Accounting Fees and Services
The
following table represents the aggregate fees billed for professional audit services rendered during the fiscal year ended June
30, 2013 to the independent auditor, Bongiovanni & Associates CPA’s (“B&A”), for our audit of the annual
financial statements for the fiscal year ended June 30, 2013, and D. Brooks and Associates CPA’s PA (“Brooks”)
for our audit of the annual financial statements during the fiscal year ended June 30, 2014. We did not have professional audit
services rendered during the year of 2011. Audit fees and other fees of auditors are listed as follows:
| | |
Year
Ended |
| | |
June
30 2014
Brooks | |
June
30, 2013
B&A |
| Audit Fees | |
$ | 15,000 | | |
$ | 20,000 | |
| Audit Related Fees | |
$ | 0 | | |
$ | 7,500 | |
| Tax Fees | |
$ | 0 | | |
$ | 0 | |
| All Other Fees | |
$ | 0 | | |
$ | 0 | |
| Total | |
$ | 15,000 | | |
$ | 27,500 | |
Audit
Fees: The aggregate fees billed by the independent accountants for the last two fiscal years are for professional services
for the audit of our annual financial statements and the review of our Form 10-Q and other services that are normally provided
by the accountants in connection with statutory and regulatory filings or engagements.
Audit-Related
Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit or review for the audit or review of our annual financial statements
and the review of financial statements and are not reported under the previous item, Audit Fees.
Tax
Fees: During the last two fiscal years any other fees charged by the principal accountants for tax services other than those
disclosed above.
All
Other Fees: During the last two fiscal years any other fees charged by the principal accountants other than those disclosed
above.
Our
board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision
of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
| |
|
|
| (a) |
Financial
Statements |
| |
(1) |
Financial
statements for our Company are presented after the signature of this document |
| (b) |
Exhibits |
| |
|
|
| |
* |
Filed herewith. |
| |
(1) |
Previously filed with the Securities and Exchange Commission. |
SIGNATURES
In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
|
|
| |
|
Unique Underwriters, Inc. |
| Dated: January 7, 2015 |
|
By: /s/ Roberto Luciano |
| |
|
Roberto Luciano,
President, Chief Executive Officer, Principal
Financial Officer and Principal
Accounting Officer |
CONTENTS
REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS ……………….... F-2
BALANCE
SHEETS………………………………………………………………………………….
F-4
STATEMENTS
OF OPERATIONS……………………………………………………….………….
F-5
STATEMENTS
OF CASH FLOWS………………………………………………………………….
F-6
STATEMENT
OF STOCKHOLDERS’ DEFECIT………….………..………….………….………… F-7
NOTES TO
THE FINANCIAL STATEMENTS……………….……………………...……………....
F-8
|
Bongiovanni&
Associates,
CPA’s |
|
FL Office
7951 SW 6th St., Suite. 216
Plantation, FL 33324
Tel: 954-424-2345
Fax: 954-424-2230
NC Office
19720 Jetton Road, 3rd Floor
Cornelius, NC 28031
Tel: 704-892-8733
Fax: 704-892-6487
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors
Unique Underwriters, Inc.
We have audited the accompanying balance sheets
of Unique Underwriters, Inc. (“the Company”) as of June 30, 2013 and 2012 and the related statements of operations,
changes in stockholders’ deficit, and cash flows for the years ended June 30, 2013 and 2012. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with
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 Unique Underwriters, Inc. as of June 30, 2013 and
2012, and the results of its operations, changes in stockholders’ deficit and cash flows for the years ended June 30, 2013
and 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses, has negative working
capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are described in Note 8. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty
/s/ Bongiovanni & Associates, CPA’s
Bongiovanni & Associates, CPA’s
Cornelius, North Carolina
October 9, 2013
D.
Brooks and Associates CPA’s, P.A.
Certified
Public Accountants • Valuation Analyst • Advisors
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Junkie Dog.com, Inc.
We have audited
the accompanying balance sheet of Junkie Dog.com, Inc.. as of June 30, 2014, and the related statements of operations, stockholders’
deficit, and cash flows for the year then ended. Junkie Dog.com, Inc.’s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides 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 Junkie Dog.com, Inc. as of June 30, 2014, 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 10 to the financial
statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital
deficit. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plan regarding these matters is also described in Note 10 to the financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
D. Brooks and Associates CPA’s, P.A.
West Palm Beach, Florida
January 7, 2015
| JUNKIEDOG.COM, INC. (F/K/A
UNIQUE UNDERWRITERS, INC.) |
| BALANCE SHEETS |
| AS
OF JUNE 30, 2014 AND JUNE 30, 2013 |
| | |
| |
|
| | |
2014 | |
2013 |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash | |
$ | — | | |
$ | 10,586 | |
| Accounts
receivable, net | |
| — | | |
| 1,780 | |
| TOTAL CURRENT ASSETS | |
| — | | |
| 12,366 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Rent deposit | |
| — | | |
| 4,578 | |
| Fixed
assets, net | |
| — | | |
| 2,885 | |
| | |
| | | |
| | |
| TOTAL
ASSETS | |
$ | — | | |
$ | 19,829 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Bank Overdraft | |
$ | 4,682 | | |
$ | — | |
| Accounts payable | |
| 32,508 | | |
| 32,008 | |
| Accrued expense | |
| 222,020 | | |
| — | |
| Accrued payroll taxes | |
| 42,592 | | |
| 42,592 | |
| Customer deposit | |
| 1,500 | | |
| 1,500 | |
| Accrued interest | |
| 4,803 | | |
| — | |
| Loans payable-related
parties | |
| 6,200 | | |
| 45,484 | |
| Obligations for factored
receivables | |
| 39,205 | | |
| — | |
| Unsecured demand loan
payable | |
| — | | |
| 250,000 | |
| Derivative liabilities | |
| 53,318 | | |
| — | |
| Convertible
notes payable, net | |
| 66,229 | | |
| — | |
| TOTAL
CURRENT LIABILITIES | |
| 473,057 | | |
| 371,584 | |
| | |
| | | |
| | |
| STOCKHOLDERS'
DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Class A preferred
stock ($0.001 par value with 10:1 conversion and voting rights, 100,000,000 shares authorized; no shares issued and outstanding) | |
| — | | |
| — | |
| Class B preferred
stock ($0.001 par value with 1:1 conversion and voting rights, 50,000,000 shares authorized; no shares issued and outstanding) | |
| — | | |
| — | |
| Common stock ($0.001
par value, 1,000,000,000 shares authorized; 775,687 and 774,606 shares issued and outstanding at June 30, 2014
and June 30, 2013, respectively) | |
| 776 | | |
| 775 | |
| Additional paid in
capital | |
| 11,294,080 | | |
| 11,005,297 | |
| Accumulated
deficit | |
| (11,767,911 | ) | |
| (11,357,826 | ) |
| TOTAL
STOCKHOLDERS' DEFICIT | |
| (473,055 | ) | |
| (351,753 | ) |
| | |
| | | |
| | |
| TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
$ | — | | |
$ | 19,829 | |
| | |
| | | |
| | |
| The accompanying notes are an integral part of these financial statements. |
| JUNKIEDOG.COM, INC. (F/K/A
UNIQUE UNDERWRITERS, INC.) |
| STATEMENTS OF OPERATIONS |
| FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013 |
| | |
| |
|
| | |
2014 | |
2013 |
| REVENUES: | |
| | | |
| | |
| Insurance
sales commissions | |
$ | 134,731 | | |
$ | 811,136 | |
| Lead
sales commissions | |
| 177,058 | | |
| 713,440 | |
| Total commissions | |
| 311,789 | | |
| 1,524,576 | |
| | |
| | | |
| | |
| Cost
of sales | |
| (157,487 | ) | |
| (649,161 | ) |
| Gross
profit | |
| 154,302 | | |
| 875,415 | |
| | |
| | | |
| | |
| EXPENSES: | |
| | | |
| | |
| Consulting fees | |
| 24,951 | | |
| 63,297 | |
| Contract labor | |
| 43,720 | | |
| 211,069 | |
| Payroll and related
taxes | |
| — | | |
| 214,717 | |
| Computer/internet
expenses | |
| 5,401 | | |
| 8,273 | |
| Credit card processing
fees | |
| 5,671 | | |
| 17,987 | |
| Professional fees | |
| 63,431 | | |
| 85,633 | |
| Insurance expense | |
| 3,745 | | |
| 35,034 | |
| Rent | |
| 252,891 | | |
| 68,708 | |
| Depreciation | |
| 484 | | |
| 486 | |
| Other general and
administrative expenses | |
| 75,052 | | |
| 209,052 | |
| Bad
debt expense | |
| 1,780 | | |
| — | |
| Total
expenses | |
| 477,126 | | |
| 914,254 | |
| | |
| | | |
| | |
| Loss from
operations | |
| (322,824 | ) | |
| (38,839 | ) |
| | |
| | | |
| | |
| OTHER INCOME
(EXPENSE) | |
| | | |
| | |
| (Loss) on derivative
liabilities | |
| (66 | ) | |
| — | |
| Loss on disposal of
fixed assets | |
| (3,717 | ) | |
| — | |
| Interest income | |
| — | | |
| 125 | |
| Interest
expense | |
| (83,478 | ) | |
| (10,000 | ) |
| | |
| | | |
| | |
| Loss before income
taxes | |
| (410,085 | ) | |
| (48,715 | ) |
| | |
| | | |
| | |
| Provision
for income taxes | |
| — | | |
| — | |
| | |
| | | |
| | |
| NET
LOSS | |
$ | (410,085 | ) | |
$ | (48,715 | ) |
| | |
| | | |
| | |
| Basic and fully
diluted net loss per common share: | |
$ | (0.53 | ) | |
$ | (0.06 | ) |
| | |
| | | |
| | |
| Weighted average
common shares outstanding | |
| 775,297 | | |
| 774,606 | |
| | |
| | | |
| | |
| The accompanying
notes are an integral part of these financial statements. |
| JUNKIEDOG.COM,
INC. (F/K/A UNIQUE UNDERWRITERS, INC.) |
| STATEMENT OF STOCKHOLDERS'
DEFICIT |
| FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013 |
| | |
| |
| |
| |
| |
|
| | |
| Common
Stock | | |
| Additional
Paid-in | | |
| Accumulated | |
|
|
Stockholders’ |
|
| | |
| Shares | | |
| Amount | | |
| Capital | | |
| (Deficit) | | |
| (Deficit) | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balances, June 30, 2012 | |
| 774,606 | | |
| 775 | | |
$ | 10,995,297 | | |
$ | (11,309,111 | ) | |
$ | (313,040 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Imputed interest | |
| — | | |
| — | | |
| 10,000 | | |
| — | | |
| 10,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the
year ended June 30, 2013 | |
| — | | |
| — | | |
| — | | |
| (48,715 | ) | |
| (48,715 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balances, June 30, 2013 | |
| 774,606 | | |
| 775 | | |
| 11,005,297 | | |
| (11,357,826 | ) | |
| (351,754 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stock issued for services | |
| 1,050 | | |
| 1 | | |
| 10,799 | | |
| — | | |
| 10,800 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Assumption of debt by shareholders | |
| — | | |
| — | | |
| 272,984 | | |
| — | | |
| 272,984 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended June 30, 2014 | |
| — | | |
| — | | |
| — | | |
| (410,085 | ) | |
| (410,085 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balances, June 30, 2014 | |
| 775,656 | | |
$ | 776 | | |
$ | 11,289,080 | | |
$ | (11,767,911 | ) | |
$ | (478,055 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| The accompanying notes
are an integral part of these financial statements. |
| JUNKIEDOG.COM, INC. (F/K/A
UNIQUE UNDERWRITERS, INC.) |
| STATEMENTS OF CASH FLOWS |
| FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013 |
| | |
| |
|
| | |
2014 | |
2013 |
| CASH FLOWS
FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| Net loss | |
$ | (410,085 | ) | |
$ | (48,715 | ) |
| Adjustments to reconcile
net loss to net cash | |
| | | |
| | |
| used
in operations: | |
| | | |
| | |
| Stock issued for services
rendered | |
| 10,800 | | |
| — | |
| Loss on derivative
liabilities | |
| 66 | | |
| — | |
| Loss on disposal of
fixed assets | |
| 3,717 | | |
| — | |
| Amortization of debt
discount | |
| 54,309 | | |
| — | |
| Issuance of convertible
debt for professional fee | |
| 12,500 | | |
| | |
| Depreciation | |
| 484 | | |
| 484 | |
| Imputed interest | |
| | | |
| 10,000 | |
| Changes in operating
assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| 1,780 | | |
| (1,780 | ) |
| Rent deposit | |
| 4,578 | | |
| (4,578 | ) |
| Accounts payable | |
| 500 | | |
| (31,987 | ) |
| Accrued expense | |
| 222,018 | | |
| — | |
| Accrued interest | |
| 4,803 | | |
| — | |
| Accrued
payroll taxes | |
| — | | |
| 25,892 | |
| NET
CASH USED IN OPERATING ACTIVITIES | |
| (94,530 | ) | |
| (50,682 | ) |
| | |
| | | |
| | |
| CASH FLOWS
FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Purchase
of furniture and computers | |
| (1,314 | ) | |
| (3,371 | ) |
| NET
CASH USED IN INVESTING ACTIVITIES | |
| (1,314 | ) | |
| (3,371 | ) |
| | |
| | | |
| | |
| CASH FLOWS
FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Bank Overdraft | |
| 4,662 | | |
| — | |
| Loans from related
parties | |
| — | | |
| 57,584 | |
| Repayment of loans
from related parties | |
| (24,858 | ) | |
| (12,100 | ) |
| Proceeds from accounts
receivables factor | |
| 39,205 | | |
| — | |
| Net proceeds from
issuance of convertible notes payable | |
| 66,229 | | |
| — | |
| NET
CASH PROVIDED BY FINANCING ACTIVITIES | |
| 85,238 | | |
| 45,484 | |
| | |
| | | |
| | |
| NET DECREASE IN CASH
AND CASH EQUIVALENTS | |
| (10,586 | ) | |
| (8,569 | ) |
| | |
| | | |
| | |
| CASH AND CASH EQUIVALENTS, | |
| | | |
| | |
| BEGINNING
OF THE YEAR | |
| 10,586 | | |
| 19,156 | |
| | |
| | | |
| | |
| END
OF THE PEROID | |
$ | — | | |
$ | 10,586 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| | |
| | | |
| | |
| Interest
Paid | |
$ | 4,707 | | |
$ | — | |
| Income
Taxes Paid | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
| SCHEDULE OF NONCASH FINANCING ACTIVITIES: | |
| | | |
| | |
| Forgiveness
of Debt by related parties | |
$ | 272,984 | | |
$ | — | |
| | |
| | | |
| | |
| The accompanying notes are
an integral part of these financial statements. |
Junkiedog.com,
Inc. (F/K/A Unique Underwriters, Inc.)
Notes
to Financial Statements
As
of June 30, 2014
NOTE
1 BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unique
Underwriters, Inc. (the “Company”) was incorporated in the State of Texas in 2009 in the name of Unique Underwriters,
Inc.
On
June 9, 2014, the Board of Directors and consenting shareholders holding a majority of issued and outstanding Common Stock approved
a change in domicile of the Company from Texas to Nevada. The change of domicile, or reincorporation, will be effected
by means of a merger between the Company and a newly formed wholly-owned Nevada subsidiary of the Company in name of JunkieDog.com
Inc. This change of domicile will become effective upon the filing of articles of merger and conversion with the Secretary
of State of the states of Texas and Nevada in accordance with applicable state laws.
On
June 9, 2014, the Company’s Board of Directors approved and recommended a change in corporate name to “JunkieDog.com,
Inc.”, referred to as “Name Change Proposal”. Since it was contemplated that the Name Change Proposal would
occur simultaneously with the Reincorporation, management determined that the objective and substantive effect of the Name Change
Proposal would be accomplished under and pursuant to the Merger Agreement, which would feature that Unique Underwriters, Inc.
would merge with and into JunkieDog.com, Inc., with JunkieDog.com, Inc. being the surviving corporation. The surviving corporation
will retain the name of “JunkieDog.com, Inc.”.
Company
intents to assign the insurance business to Samuel Wolfe, a former officer, upon completion of an acquisition.
Basis
of Presentation
The
financial statements include the accounts of Unique Underwriters, Inc. under the accrual basis of accounting.
Management’s
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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. The financial statements above reflect all of the costs of doing business. The Company’s significant
estimates include the valuation of stock-based compensation and embedded derivatives.
Reclassification
Certain
amounts in the prior years' financial statements have been reclassified to conform with the current year presentation.
Cash
and Cash Equivalents
For
purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months
or less to be cash equivalents.
Revenue
Recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes
revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue
realized or realizable and earned when all of the following criteria are met:
| (i) | persuasive
evidence of an arrangement exists, |
| (ii) | the
services have been rendered and all required milestones achieved, |
| (iii) | the
sales price is fixed or determinable, and |
| (iv) | Collectability
is reasonably assured. |
The
Company recognized revenue during the period in which insurance carriers receive premium payments, at which point the Company
has fully earned the commission. Commission payments are generally received within few days of being earned.
The
lead sales revenue is recognized when one of our agents submits an order to rent leads and simultaneously their credit card is
processed and the leads are distributed to them. The Company recognizes revenue when the agent submits an order to rent the leads
for 30 days. After thirty days the leads become available for rental to another agent. Leads may be rented multiple times at decreasing
rates due to the lead’s age and number of times it has been rented. The company earned selling leads in December 2013.
Cost
of Sales
The
Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs
are incurred. Cost of sales includes the costs directly attributable to revenue recognition and include marketing and leads generation
costs, leads purchased costs and agent expenses.
Loss
Per Share
Net
loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss
per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during each period. For the year ended June 30, 2014, 23,938 shares of common stock underlying
convertible debt are not included in the calculations of diluted loss per share, as the impact of the potential common shares
would antidilutive.
Stock-Based
Compensation
The
Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of
the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity
to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required
to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost
is recognized for equity instruments for which employees do not render the requisite service.
Fair
Value for Financial Assets and Financial Liabilities
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37
establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three
broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph
820-10-35-37 are described below:
| Level
1 |
Quoted
market prices available in active markets for identical assets or liabilities as of the reporting date. |
| |
|
| Level
2 |
Pricing
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
as of the reporting date. |
| |
|
| Level
3 |
Pricing
inputs that are generally observable inputs and not corroborated by market data. |
The
carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, rent deposit, accounts
payable, customer deposits and notes payable approximate their fair values because of the short maturity of these instruments.
The
Company’s derivative liabilities related to convertible debt are measured at fair value on a recurring basis, using level
3 inputs. There were no assets or liabilities measured at fair value on a nonrecurring basis during the year ended June 30, 2014.
Recent
Accounting Pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated
results of its operations.
INCOME
TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for federal and state income tax purposes.
The
Company’s deferred tax asset at June 30, 2014 consists of net operating loss carry forwards calculated using federal and
state effective tax rates equating to approximately $512,000 less a valuation allowance in the amount of approximately $512,000.
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.
ASC
740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements
and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure
and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the
Company has not been assessed, nor has the Company paid, any interest or penalties.
The
Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition
threshold at the effective date may be recognized or continue to be recognized. All of the Company's tax years are subject to
examination.
At
June 30, 2014, the Company had federal and state net operating loss carry forwards of approximately $11,767,911 that expire in
various years through the year 2034.
NOTE
2 FIXED ASSETS
Fixed
assets were comprised of the following as of June 30, 2014 and June 30, 2013:
| | |
June 30, 2014 | |
June 30, 2013 |
| Cost: | |
| | | |
| | |
| Furniture | |
$ | 3,371 | | |
$ | 3,371 | |
| Computers | |
| 1,315 | | |
| — | |
| Total | |
| 4,686 | | |
| 3,371 | |
| Less:
Accumulated depreciation | |
| 969 | | |
| 486 | |
| Loss
on disposal of fixed assets | |
| (3,717 | ) | |
| — | |
| Property
and equipment, net | |
$ | — | | |
$ | 2,885 | |
Depreciation
expense was $484 and $486 for the years ended June 30, 2014 and 2013, respectively. During April 2014, the company disposed
of the fixed assets, for $0 and recorded a $3,717 loss on disposal of fixed assets.
NOTE 3 UNSECURED
DEMAND LOAN PAYABLE
The
balance of unsecured demand loan was $0 and $250,000 as of June 30, 2014 and June 30, 2013, respectively. The funds borrowed from
an unrelated party were to fund the Company’s daily operations. The loan was unsecured, interest free and repayable currently.
In February 2014, the company was relieved of its obligations, which was assumed by former officers and principal stockholders.
Accordingly, the Company recorded additional paid in capital of $255,000 for the year ended June 30, 2014.
NOTE 4 LOANS
PAYABLE-RELATED PARTIES
Loans
payable to related parties were $6,200 and $45,484 as of June 30, 2014 and June 30, 2013, respectively. The funds borrowed from
the Company’s former officer and stockholder were to fund the Company’s daily operations. The loan agreements were
not evidenced by any promissory notes, but rather verbal agreements between the related parties and the Company. On February 2014,
principal and accrued interest in total amount of $17,984 was forgiven by the former officer and stockholder. Accordingly, the
Company recorded additional paid in capital of $17,984 in the accompanying statements of operations for the year ended June 30,
2014.
NOTE 5 OBLIGATIONS
FOR FACTORED RECEIVABLES
During
the year ended June 30, 2014, the Company received proceeds of $45,073 pursuant to third party merchant agreements providing for
the sale of future cash receipts at a discount of 15%. The Company repaid $34,755 and defaulted on remaining payments. The Company
incurred factoring and interest charges totaling $28,887. These amounts are in default and total $39,205 as of June 30, 2014.
NOTE 6 CONVERTIBLE
NOTES PAYABLE AND DERIVATIVE LIABILITIES
On
August 15, 2013 the Company issued an 8% convertible note in the principal amount of $47,500 (the "Note") to an Accredited
Investor (the “Lender").
The
Note bears interest at the rate of 8% per annum, and the interest rate will increase to 22% if the convertible debenture is default.
All interest and principal must was due on May 30, 2014 and is in default. The Note is convertible any time during
the period beginning on the date which is one hundred eighty (180) days following the date of the Note into common stock of the
Company, at the Lender’s option, at a 42% discount to the average of the three lowest closing bid prices of the
common stock during the 10 Trading Day period prior to conversion as Trading Day is defined in the Note. In the event the
Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied
by 135% if prepaid 121 days following the Issue Date through 180 days following the Issue Date. After the expiration of
180 days following the date of the Note, the Company has no right of prepayment.
The
Lender has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of
shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99%
of the then issued and outstanding shares of common stock. The total net proceeds the Company received were $45,000,
net of attorney’s fees of $2,500.
The
Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible
into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF
00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly,
the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount
recorded as a discount to the Notes. Such discount was authorized from the grant date to the maturity date of the Notes. The change
in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at the end
of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included in
the Notes resulted in an initial debt discount of $36,510 based on the initial fair value of the derivative liability of $36,510.
The fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:
Grant
Date |
Fair
Value |
Term
(Years) |
Assumed
Conversion Price |
Market
Price on Grant Date |
Volatility
Percentage |
Risk-free
Rate |
| 8/15/2013 |
$36,510 |
0.75 |
$5.8 |
$10 |
200% |
0.14% |
At
June 30, 2014, the Company revalued the embedded derivative liability. For the period from the grant date to June 30, 2014, the
balance of derivative liability was decreased by $50 to $36,460.
The
fair value of the embedded derivative liability was calculated at June 30, 2014 utilizing the following assumptions:
Fair
Value |
Term
(Years) |
Assumed
Conversion
Price |
Volatility
Percentage |
Risk-free
Rate |
| $36,460 |
0 |
$2.9 |
200% |
0.13% |
The
carrying value of the Notes was $47,500 as of June 30, 2014, net of unamortized discount of $0. The Company recorded amortization
of the debt discount in the amount of $36,510 during the year ended June 30, 2014. The accrued interest related to this note for
the year ended June 30, 2014 is $3,732.
On
November 19, 2013 Unique Underwriters, Inc. (the “Company”) issued an 8% convertible note in the principal amount
of $18,000 (the "Note") to an Accredited Investor (the “Lender"). In December 2014, accrued interest
of $3,920 was added to the principal balance of the note.
The
Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on August 21, 2014. The
Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date
of the Note into common stock of the Company, at the Lender’s option, at a 42% discount to the average of the
three lowest closing bid prices of the common stock during the 10 Trading Day period prior to conversion as Trading Day is defined
in the Note. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest
and any other amounts owing multiplied by 135% if prepaid 121 days following the Issue Date through 180 days following the Issue
Date. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
The
Lender has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of
shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99%
of the then issued and outstanding shares of common stock.
The
Company has determined that the conversion feature of the Notes represent an embedded derivative since the Notes is convertible
into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF
00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly,
the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount
recorded as a discount to the Notes. Such discount will be accreted from the grant date to the maturity date of the Notes. The
change in the fair value of the derivative liability is recorded in other income or expenses in the statement of operations at
the end of each period, with the offset to the derivative liability on the balance sheet. The embedded conversion feature included
in the Notes resulted in an initial debt discount of $16,873 and initial fair value of the derivative liability of $16,873. The
fair value of the embedded derivative liability was calculated at grant date utilizing the following assumptions:
Grant
Date |
Fair
Value |
Term
(Years) |
Assumed
Conversion Price |
Market
Price on Grant Date |
Volatility
Percentage |
Risk-free
Rate |
| 11/19/2013 |
$16,873 |
0.75 |
$4.64 |
$8 |
200% |
0.1% |
At
June 30, 2014, the Company revalued the embedded derivative liability. For the period from the grant date to June 30, 2014, the
balance of derivative liability was decreased by $16 to $16,857.
The
fair value of the embedded derivative liability was calculated at the year ended June 30, 2014 utilizing the following assumptions:
Fair
Value |
Term
(Years) |
Assumed
Conversion
Price |
Volatility
Percentage |
Risk-free
Rate |
| $16,857 |
0.14 |
$2.9 |
200% |
0.1% |
The
carrying value of the Note was $18,730 as of June 30, 2014, net of unamortized discount of $3,190. The Company recorded amortization
of the debt discount in the amount of $13,682 during the year ended June 30, 2014. The accrued interest related to this note for
the year ended June 30, 2014 was $1,071.
In
December 2014, all of the Company’s convertible debt was assigned to two stockholders.
NOTE 7 REVENUE
CONCENTRATION
During
the years ended June 30, 2014, the Company’s revenue was concentrated in a few customers as follows:
| | |
2014 | |
2013 |
| Customer
A | |
| 58 | % | |
| 47 | % |
| Customer
B | |
| 24 | % | |
| 29 | % |
| Customer
C | |
| 17 | % | |
| 24 | % |
NOTE
8 CAPITAL STOCK
The
Company is currently authorized to issue 100,000,000 Class A preferred shares with $.001 par value per share with 10:1 conversion
and voting rights. As of June 30, 2014, there was no Class A preferred shares issued and outstanding.
The
Company is currently authorized to issue 50,000,000 Class B preferred shares with $.001 par value per share with 1:1 conversion
and voting rights. As of June 30, 2014, there was no Class B preferred shares issued and outstanding.
The
Company is currently authorized to issue 1,000,000,000 common shares with $.001 par value per share.
On
July 29, 2014, the Company effected a 1:100 split of its Common stock. All common stock and per share data for all periods
presented in these financial statements have been restated to give effect to the reverse split. The June 30, 2013 financial statement
has been retroactively restated herein in accordance with SAB Topic 4C. As of June 30, 2014 and 2013, the Company had 775,656
and 774,606 shares of common stock issued and outstanding, respectively.
On
September 20, 2013, the Company issued as compensation for services provided a total of 30,000 common shares (pre-stock split)
with a fair value of $3,300 to a third party. The fair value of the shares was based on the price quoted on the OTC bulletin board
on the grant date.
On
November 1, 2013, the Company issued 75,000 common shares (pre-stock split) with a market value of $7,500 as compensation for
services provided. The fair value of the shares was based on the price quoted on the OTC bulletin board on the grant date.
NOTE
9 LEASE AND EMPLOYMENT COMMITMENTS AND RELATED PARTY TRANSACTION
The
Company assumed and renewed its office lease with an unrelated party. The lease was for five years and expires on April 30,
2018.
Effective
as of March 14, 2014, the control of registrant has been changed. The office location has been changed, and the Company abandoned
the lease. The Company has accrued the remaining minimum payment under the lease, totaling $222,020, as of June 30, 2014. The
Company recognized $252,891 rent expense for the year ended June 30, 2014.
NOTE
10 INCOME TAXES
At
June 30, 2014, the Company had federal and state net operating loss carry forwards of approximately $1,151,003 that expire in
various years through the year 2033.
Due
to operating losses, there is no provision for current federal or state income taxes for the years ended June 30, 2014 and 2013.
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for federal and state income tax purposes.
The
Company’s deferred tax asset at June 30, 2014 consists of net operating loss carry forwards calculated using federal and
state effective tax rates equating to approximately $512,000 less a valuation allowance in the amount of approximately $512,000.
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.
The valuation allowance increased by approximately $144,000 and $144,000 for the years ended June 30, 2014 and 2013, respectively.
The
Company’s total deferred tax asset as of June 30, 2014 and June 30, 2013 are as follows:
| | |
2014 | |
2013 |
| Total
deferred tax asset | |
$ | 512,000 | | |
$ | 368,000 | |
| Valuation
allowance | |
| (512,000 | ) | |
| (368,000 | ) |
| Net
deferred tax asset | |
$ | — | | |
$ | — | |
The
reconciliation of income taxes computed at the federal and state statutory income tax rate to total income taxes for the years
ended June 30, 2014 and 2013 are as follows:
| | |
2014 | |
2013 |
| Income
tax computed at the federal statutory rate | |
| 35 | % | |
| 35 | % |
| Valuation
allowance | |
| (35 | %) | |
| (35 | %) |
| Total
deferred tax asset | |
| 0 | % | |
| 0 | % |
NOTE
11 GOING CONCERN AND UNCERTAINTY
The
Company has suffered recurring losses from operations since inception and has a working capital deficit of $473,055, as of June
30, 2014. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise
substantial doubt as to the ability of the Company to continue as a going concern.
Management’s
plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s
working capital deficiency, and 2) implement a plan of exchange with First Choice Apparel Company LLC, which is an e-commerce
company generating sales revenues through online trading. The Company’s continued existence is dependent upon its ability
to resolve it liquidity problems and increase profitability in its current business operations. However, the outcome of management’s
plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments
that might result from the outcome of these risks and uncertainties.
NOTE 12 SUBSEQUENT
EVENTS
On
September 19, 2014, a Plan of Exchange (the “Exchange”) was executed between the Company and the First Choice Apparel
Company LLC, and the stockholders of First Choice Apparel Company LLC, pursuant to which 40,000,000 shares of the Company’s
common stock will be issued to the stockholders of First Choice Apparel Company LLC. Upon completion of the Exchange,
First Choice Apparel Company LLC will become the Company’s wholly-owned subsidiary and the former stockholder of First Choice
Apparel Company LLC then owned a ‘controlling interest’ in the Company representing 98.1% of the voting shares of
the Company on a fully dilutive basis. This transaction has not yet been completed.
The
stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby First Choice
Apparel Company LLC is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal
acquirer). The accompanying consolidated financial statements are in substance those of First Choice Apparel Company
LLC, with the assets, liabilities, revenues and expenses, of the Company being included effective from the date of stock exchange
transaction. Accordingly, the financial position, results of operations, and cash flows of the accounting acquirer are included
for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations
of the accounting acquiree are included from the date of stock exchange transaction.
Exhibit 14.1
CODE OF ETHICS
OF
Unique Underwriters, Inc.
I. Objectives
We are committed to the highest level of ethical
behavior. Our business success depends upon the reputation of directors, officer and employees to perform with the highest level
of integrity and principled business conduct.
This Code of Ethics (“Code”) applies
to all of our directors, officers and employees, including our principal executive officer and principal financial officer, (collectively,
the “Covered Persons”). This Code is designed to deter wrongdoing and to promote all of the following:
| · |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships |
| · |
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission (the "Commission"), and in other public communications made by us; |
| · |
compliance with applicable governmental laws, rules and regulations; |
| · |
the prompt internal reporting to an appropriate person or persons identified herein for receiving violations of this Code |
| · |
accountability for adherence to this Code. |
Each Covered Person must conduct himself or
herself in accordance with this Code, and must seek to avoid even the appearance of improper behavior.
This Code is not intended to cover every applicable
law, or to provide answers to all questions that might arise; for such, we rely on each person’s sense of what is right,
including a sense of when it is appropriate to seek guidance from others on an appropriate course of conduct.
II. Honest And Ethical Conduct
Each Covered Person must always conduct himself
or herself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal and professional
integrity and must not tolerate others who attempt to deceive or evade responsibility for actions. Honest and ethical conduct must
be a driving force in every decision made by a Covered Person while performing his or her duties. When in doubt as to whether an
action is honest and ethical, each Covered Person shall seek advice from his or her immediate supervisor or senior management,
as appropriate.
III. Conflicts Of Interest
The term “conflict of interest”
refers to any circumstance that would cast doubt on a Covered Person’s ability to act objectively when representing our interest.
Covered Persons should not use their position or association with us for their own or their family’s personal gain, and should
avoid situations in which their personal interests (or those of their family) conflict or overlap, or appear to conflict or overlap,
with our best interests.
The following are examples of activities that
give rise to a conflict of interest. These examples do not in any way limit the general scope of our policy regarding conflicts
of interest.
| · |
Where a Covered Person’s association with (or financial interest in) another person or entity would reasonably be expected to interfere with the Covered Person's independent judgment in our best interest, that association or financial interest creates a conflict of interest. |
| · |
The acceptance by a Covered Person of a membership on the board of directors, or serving as a consultant or advisor to any board or any management, of a business that is a present or potential competitor creates a conflict of interest, unless such relationship is pre-approved in writing by our principal executive officer. |
| · |
The use or disclosure of any unpublished information regarding us, obtained by a Covered Person in connection with his or her employment for personal benefit, creates a conflict of interest. |
It is our policy and it is expected that all
Covered Persons should endeavor to avoid all situations that present an actual or apparent conflict of interest. All actual or
apparent conflicts of interest must be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict
of interest, that Covered Person is required to report the situation to, and to seek guidance from, his or her immediate supervisor
or senior management, as appropriate. For purposes of this Code, directors, the principal executive officer, and the principal
financial officer shall report any such conflict or potential conflict situations to the chairman of the audit committee, if one
be created, and in the absence of an audit committee, to chairman of the board of directors. Officers (other than the principal
executive officer and principal financial officer) and employees of us shall report any such situations to their immediate supervisor.
It is the responsibility of the audit committee chairman or the chairman of the board, as applicable, to determine if a conflict
of interest exists or whether such situation is likely to impair the Covered Persons ability to perform his or her assigned duties
with us, and if such situation is determined to present a conflict, to determine the necessary resolution.
IV. Compliance With Applicable
Laws, Rules And Regulations
Full compliance with letter and the spirit
of all applicable governmental laws, rules and regulations, and applicable rules and listing standards of any national securities
exchange on which our securities may be listed, is one of the foundations on which our ethical policies are built. All of our directors
and executive officers must understand and take responsibility for our compliance with the applicable governmental laws, rules
and regulations of the cities, states and countries in which we operate, and for complying with the applicable rules and listing
standards of any national securities exchange on which our securities may be listed.
V. Rules To Promote Full, Fair,
Accurate, Timely and Understandable Disclosure
As a public company, we have a responsibility
to report financial information to security holders so that they are provided with accurate information in all material respects
about our financial condition and results of operations. It is our policy to fully and fairly disclose our financial condition
in compliance with applicable accounting principles, laws, rules and regulations. Further, it is our policy to promote full, fair,
accurate, timely and understandable disclosure in all of our reports required to be filed with or submitted to the Commission,
as required by applicable laws, rules and regulations then in effect, and in other public communications made by us.
Covered Persons may be called upon to provide
or prepare necessary information to ensure that our public reports are complete, fair and understandable. We expect Covered Persons
to take this responsibility seriously and to provide accurate information related to our public disclosure requirements.
All books and records of ours shall fully and
fairly reflect all of our transactions in accordance with accounting principles generally accepted in the United States of America,
and any other financial reporting or accounting regulations to which we are subject. No entries to our books and records shall
be made or omitted to intentionally conceal or disguise the true nature of any transaction. Covered Persons shall maintain all
our books and records in accordance with our established disclosure controls and procedures and internal controls for financial
reporting, as such controls may be amended from time to time.
All Covered Persons must report any questionable
accounting or auditing matters that may come to their attention. This applies to all operating reports or records prepared for
internal or external purposes, such as sales or backlog information. If any Covered Person has concerns or complaints regarding
questionable accounting or auditing matters of ours, Covered Person shall report such matters to his or her immediate supervisor.
If the immediate supervisor is involved in the questionable accounting or auditing matter, or does not timely resolve the Covered
Person’s concern, the Covered Person should submit their concerns to the principal executive officer or the principal financial
officer. If the principal executive officer and the principal financial officer are involved in the questionable accounting or
auditing matter, or do not timely resolve the Covered Person's concerns, the Covered person should submit his or her concern directly
to the audit committee, if one be established, or to the board of directors in the absence of a designated audit committee. The
reporting of any such matters may be done on a confidential basis, at the election of the Covered Person making the report.
VI. Corporate Opportunities
Directors and employees are prohibited from
taking for themselves opportunities that are discovered through the use of our property, information or position, or using our
property, information or position for personal gain. Directors and employees have a duty to us to advance its legitimate interest
when the opportunity to do so arises.
VII. Confidentiality
Directors and employees must maintain the confidentiality
of non-public, proprietary information regarding us, our customers or its suppliers, and shall use that information only to further
the business interests of us, except where disclosure or other use is authorized by us or legally mandated. This includes information
disseminated to employees in an effort to keep them informed or in connection with their work activities, but with the instruction,
confidential labeling, or reasonable expectation that the information be kept confidential.
VIII. Trading on Inside Information
Inside information includes any non-public
information, whether favorable or unfavorable, that investors generally consider important in making investment decisions. Examples
including financial results not yet released, imminent regulatory approval/disapproval of an alliance or other significant matter
such as the purchase or sale of a business unit or significant assets, threatened litigation, or other significant facts about
a business. No information obtained as the result of employment at, or a director’s service on the Board of, we may be used
for personal profit or as the basis for a “tip” to others, unless such information is first made generally available
to the public.
IX. Protection and Proper Use
of Our Assets
Directors and employees should protect our
assets and ensure their efficient use. Theft, carelessness and waste have an adverse impact on us and its profitability. Our assets
may only be used for legitimate business purposes.
X. Intellectual Property
We expend a great deal of time, effort and
money to protect our intellectual property. We are sensitive to issues regarding the improper use of our intellectual property
and avoiding the improper use of intellectual property of others, including but not limited to copyrights, trademarks, trade secrets
and patents. In fulfillment of our legal obligations with respect to intellectual property rights, we adhere to copyright laws,
including the application of those laws to copyrighted work in print, video, music, computer software or other electronic formats.
Employees must not make any unauthorized reproduction of any copyrighted work.
XI. Reporting Violations of
the Code
Any Covered Person who becomes aware of any
violation of this Code must promptly bring the violation to the attention of the appropriate party as follows: directors, our principal
executive officer and the principal financial officer shall report on a confidential basis any violations to the chairman of the
audit committee, if one be created, and in the absence of an audit committee, to our chairman of the board of directors; Our executive
officers and employees shall report any violations to our principal executive officer or principal financial officer..
XII. Compliance with the Code
All issues of non-compliance with this Code
will be reviewed and evaluated according to the circumstances and severity of the problem. Senior management will take such actions
as it deems appropriate, which can include disciplinary action up to and including termination of employment, legal action, and
other measures.
XIII. Waiver of the Code
Any waiver of this Code may be made only by
the independent directors on the board of directors, or by an authorized committee of the board of directors comprised solely of
independent directors, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of
any national securities exchange on which our securities may be listed.
EXHIBIT 31.2
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Roberto Luciano, certify that:
1. I have reviewed this Annual Report on Form 10-K of Unique
Underwriters Inc., a Nevada corporation (the "Registrant");
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act rules 13a–15(f) and 15d–15(f)) for the Registrant and have:
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
c) |
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
d) |
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
5. I have disclosed, based on my
most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee
of the Registrant’s Board of Directors (or persons performing the equivalent functions):
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Date: January 7, 2015 |
|
| |
|
| /s/ ROBERTO LUCIANO |
|
|
Roberto Luciano
Principal Financial
Officer and Principal
Accounting Officer |
|
EXHIBIT
32
STATEMENT
FURNISHED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The
undersigned is the President, Chief Executive Officer and principal financial officer of Unique Underwriters, Inc. This
Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Annual Report
on Form 10-K of Unique Underwriters, Inc. for the fiscal year ended June 30, 2014.
The
undersigned certifies that such 10-K Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that the information contained in such 10-K Report fairly presents, in all material respects, the financial condition
and results of operations of Unique Underwriters, Inc as of June 30, 2014.
This Certification
is executed as of January 7, 2015.
| |
|
| By: |
/s/ Roberto Luciano |
| |
Roberto Luciano
Principal Executive
Officer, Principal Financial
Officer
and Principal
Accounting Officer |
Grand Havana (PK) (USOTC:GHAV)
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Grand Havana (PK) (USOTC:GHAV)
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