FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-147111
PROSPECTUS
Tone in Twenty
16,737,500 shares of common stock held by stockholders
This prospectus relates to the offer for sale of 16,737,500 shares of our
common stock by certain existing holders of the securities, referred to as
selling security holders throughout this document. The shares of common
stock to be sold by the selling security holders include: a) 425,000 shares
held by the selling security holders; and b) 16,666,666 shares issuable to
the selling security holders upon conversion of Series A Preferred stock.
We are not selling any shares of our common stock in this offering and
therefore will not receive any of the proceeds from this offering.
Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.
As of December 10, 2009, we have 437,500 common shares issued and outstanding
and 83,333 preferred shares issued and outstanding convertible to
16,666,666 common shares.
Brokers or dealers effecting transactions in these shares should confirm that
the shares are registered under the applicable state securities laws or that
an exemption from registration is available.
Our common stock was cleared for trading on November 24, 2008 on the FINRA
Over-the-Counter Bulletin Board under the ticker symbol "TTWZ.OB." Since it
was cleared for trading no trades of the Company's stock have taken place.
Selling shareholders will sell at a price of $0.12 per share until a market
develops for the stock on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE CAREFULLY
CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 11, 2010
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PAGE
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Part I
PROSPECTUS SUMMARY...................................................... 3
OUR COMPANY............................................................. 3
ABOUT THIS OFFERING..................................................... 5
SELECTED FINANCIAL INFORMATION.......................................... 6
RISK FACTORS............................................................ 7
RISK FACTORS RELATING TO OUR FINANCIAL CONDITION........................ 7
RISK FACTORS RELATING TO OUR COMPANY.................................... 8
OTHER RISK FACTORS......................................................12
CAPITALIZATION .........................................................16
FORWARD-LOOKING STATEMENTS..............................................17
OFFERING INFORMATION....................................................17
USE OF PROCEEDS.........................................................17
DETERMINATION OF THE OFFERING PRICE.....................................18
DILUTION................................................................18
DIVIDEND POLICY.........................................................18
DESCRIPTION OF BUSINESS.................................................18
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............24
LEGAL PROCEEDINGS.......................................................26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............27
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................31
SELLING SECURITY HOLDERS................................................33
PLAN OF DISTRIBUTION....................................................35
DIVIDEND POLICY.........................................................38
DESCRIPTION OF SECURITIES ..............................................39
LEGAL MATTERS...........................................................41
EXPERTS.................................................................41
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................42
WHERE YOU CAN FIND MORE INFORMATION.....................................42
FINANCIAL STATEMENTS....................................................43
We have not authorized anyone to provide you with information different from
that contained in this prospectus. The Selling Stockholders are offering to
sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of
common stock.
2
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus
and may not contain all of the information that you should consider before
investing in the shares. You are urged to read this prospectus in its
entirety, including the information under "Risk Factors" and our financial
statements and related notes included elsewhere in this prospectus.
Our Company
Tone in Twenty ("Tone" or "the Company") was incorporated in the State of
Nevada on August 4, 2006, under the name Tone in Twenty (File Number
E0580752006-0). We are in the business of providing personal fitness
training using isometric techniques. It is management's belief that
isometric training is an intense form of training which requires less hours
of work for the same results. It is a form of exercise where muscle exertion
is used to strengthen and tone the muscle without changing the length of the
muscle fibers. Isometric training involves the exertion of muscle force that
must overcome and a counter-balancing force that increases in intensity to
the point where the muscle force can no longer hold the counter-balancing
force in place. Isometrics are done in static positions, rather than a range
of motion. The joint and muscle are either worked against an immovable force
or are held in a static position while opposed by resistance. This counter-
balancing force comes from a pneumatic air pressure which is pumped into the
exercise equipment. The greater the muscle force exerted against the
isometric equipment results in greater counter-balancing force.
Activities to date have been limited primarily to organization, initial
capitalization, establishing an appropriate operating facility in Las Vegas,
Nevada, and commencing its initial operational plans. As of the date of this
offering circular, the Company has developed a business plan, established
administrative offices and started its personal fitness business.
We are a development stage company. The Company is not operational. We
generated minimal revenues from an evaluation program we conducted from
January - June 2007, in Las Vegas, NV. We conducted an evaluation of our
business plan to define our physical fitness services and advertising
program. This evaluation entailed: 1) renting space, by the hour, in a
physical fitness training center; 2) hiring and training a physical fitness
trainer on using isometric techniques; 3) advertising this physical fitness
program in the newspaper; 4) scheduling clients for training sessions; and
5) providing isometric physical fitness training for clients.
The Company's business plan is to establish a model physical fitness facility
in order to train personal trainers on these isometric training techniques.
Once these trainers have been fully educated and demonstrate competencies in
these techniques, the Company will seek additional locations to host
isometric fitness training. The Company's goal is to open four locations
throughout the Las Vegas valley in order to have economies of scale in its
marketing. Our major obstacle in moving our business plan forward is
funding. Management believes we need to raise $100,000 in order to fund our
business. It is management's goal to obtain the necessary funding in the
next six months.
3
We plan to apply through a broker dealer for OTC-Bulletin Board listing after
our Registration Statement becomes effective. Management believes that
listing on the OTC-Bulletin will better position the Company to find the
financing its needs to move its business plan forward. We expect to commence
our personal fitness training program within six months of obtaining the
financing we need. There are no assurances that we will be able to raise the
necessary funding to move our business plan forward.
Since our inception on August 4, 2006 through August 31, 2007, we generated
$7,979 in revenues derived from an evaluation program. For the fiscal year
ending August 31, 2009 we experienced a net loss of $(8,876) versus a net
loss of $(21,927) for the fiscal year August 31, 2008. The net loss for the
fiscal year ending August 31, 2009 was contributed to general and
administrative expense of $4,233 and audit expenses of $7,000. Most of the
general and administrative expenses, since our inception, represented legal
and accounting fees. Our cash at hand as of August 31, 2009 was $2,013. In
our August 31, 2009 year-end financials, our auditor issued an opinion the
our financial condition raises substantial doubt about the Company's ability
to continue as a going concern.
Our principal executive offices and our headquarters are located at 3433
Losee Rd., Suite 2, North Las Vegas, NV 89030, and our telephone number is
(702) 604-7038.
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About this Offering
Securities Being Offered 16,737,500 common shares by selling shareholders.
Common Stock Outstanding
Before the Offering: 437,500 shares
Common Stock Outstanding
After the Offering: 16,737,500 shares (assuming the full conversion
of all Series A Callable and Convertible Preferred
shares which are registered herein). All of the
common stock to be sold under this prospectus will
be sold by our existing shareholders. The shares
issued to the selling shareholders were made
in reliance upon an exemption from registration
under Section 4(2) of the Securities Act. For a
list of the selling stockholders and the amount of
shares that each of them expects to sell, see
"Selling Security holders."
Offering Price The offering price of the common stock is $0.12
per share (adjusted for the reverse stock split).
Our stock is now listed on the OTC-BB; however,
no trades have taken place since its listing.
Selling shareholders will sell at a price of
$0.12 per share until a market develops for the stock
on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices.
The offering price would thus be determined by market
factors and the independent decisions of the selling
shareholders.
Use of proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Risk Factors See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
our common shares.
OTC/BB symbol TTWZ (Listed OTC-BB)
5
Selected Financial Information
------------------------------
The selected financial information presented below is derived from and should
be read in conjunction with our financial statements, including notes
thereto, appearing elsewhere in this prospectus. See "Financial Statements."
Summary Operating Information
For fiscal year ended
For fiscal year ended August 31, 2008
August 31, 2009 audited
audited (Restated)
--------------------- ---------------------
Revenue $ - $ -
Expenses:
Advertising - 4,166
Audit fees 7,000 7,500
General and administrative 4,233 5,261
--------- ------------
Net (loss) from operations (11,233) (16,927)
--------- -----------
Extraordinary gain 2,357 -
--------- -----------
NET (LOSS) $ (8,876) $ (21,927)
========== ===========
Weighted Average number of common
shares outstanding and fully diluted 437,500 437,500
============ ============
Net Income (Loss) per share -
basic and fully diluted $ (0.02) $ (0.05)
============ ============
Balance sheet data:
August 31, 2008
August 31, 2009 audited
audited (Restated)
-------------- ------------------
Cash and cash equivalents $ 2,013 $ 2,860
Total Assets $ 5,513 $ 2,860
Total Liabilities $ 336 $ 5,298
Stockholders' Equity $ 5,177 $ (2,438)
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RISK FACTORS
------------
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks described below and all of the other information
set forth in this prospectus before deciding to invest in shares of our
common stock. If any of the events or developments described below actually
occurs, our business, financial condition or results of operations could be
negatively affected. In that case, the trading price of our common stock
could decline, and you could lose all or part of your investment in our
common stock.
Risk Factors Relating to Our Financial Condition
1. We may not be able to raise sufficient capital or generate adequate
revenue to meet our obligations and fund our operating expenses.
As of August 31, 2009, the Company had $2,013 in cash and equivalents. The
Company business plan is to provide personal fitness training using isometric
techniques. These plans will require additional capital. The Company needs
to raise at least one hundred thousand dollars ($100,000) in order to
implement its business plan. The Company currently does not have enough
funds to fully implement its business plan. Failure to raise adequate
capital and generate adequate sales revenues to meet our obligations and
develop and sustain our operations could result in reducing or ceasing our
operations.
Additionally, even if we do raise sufficient capital and generate revenues to
support our operating expenses, there can be no assurances that the revenue
will be sufficient to enable us to develop business to a level where it will
generate profits and cash flows from operations. These matters raise
substantial doubt about our ability to continue as a going concern. Our
independent auditors currently included an explanatory paragraph in their
report on our financial statements regarding concerns about our ability to
continue as a going concern.
2. We have yet to attain profitable operations and because we will need
additional financing to fund our activities, our accountants believe there is
substantial doubt about the company's ability to continue as a going concern.
The Company has prepared financial statements as of year-end August 31, 2009
reporting that the Company is in its developmental stages. Its ability to
continue to operate as a going concern is fully dependent upon the Company
obtaining sufficient financing to continue its development and operational
activities. The ability to achieve profitable operations is in direct
correlation to the Company's ability to raise sufficient financing.
Accordingly, management believes the Company's continued existence, future
expansion, and ultimate profitability is fully dependent upon raising
sufficient proceeds from this offering. It is important to note that even if
the appropriate financing is received, there is no guarantee that the Company
will ever be able to operate profitably or derive any significant revenues
from its operation. The Company could be required to raise additional
financing to fully implement its entire business plan.
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next six (6) to twelve (12) months.
There is no guarantee that the Company will ever operate profitably or even
receive positive cash flows from full operations.
7
Risk Factors Relating to Our Company
3. We may not be able to compete with other fitness providers, almost all of
whom have greater resources and experience than we do.
The fitness industry is dominated by large, well-financed firms. We do not
have the resources to compete with larger providers of this service. With
the minimal resources we have available, we may experience great difficulties
in building a customer base. Competition by existing and future competitors
could result in our inability to secure any new customers. This competition
from other entities with greater resources and reputations may result in our
failure to maintain or expand our business as we may never be able to
successfully execute our business plan. Further, Tone in Twenty cannot be
assured that it will be able to compete successfully against present or
future competitors or that the competitive pressure it may face will not
force it to cease operations.
4. Because we are a development stage company, we have only generated $7,979
in revenues since our inception on August 4, 2006 and lack an operating
history, an investment in the shares offered herein is highly risky and could
result in a complete loss of your investment if we are unsuccessful in our
business plan.
Our company was incorporated on August 4, 2006; we have realized $7,979 in
revenues since our inception through August 31, 2009. We have no operating
history upon which an evaluation of our future prospects can be made. Based
upon current plans, we expect to incur operating losses in future periods as
we incur significant expenses associated with the initial startup of our
business. Further, there are no assurances that we will be successful in
realizing sufficient revenues or in achieving or sustaining positive cash
flow at any time in the future. Any such failure could result in the
possible closure of our business or force us to seek additional capital
through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase
in this offering.
5. The success of our business depends on the viability and acceptance of
isometric training techniques.
The existence and growth of our service depends on the continued acceptance
of isometric fitness training in the marketplace. The fitness industry is
flooded with many fad ideas and schemes for diet and weight loss that produce
either inconsistent or ineffective results. Isometric training has been
recognized for the past 30-years and has been accepted universally as a form
of fitness training. The difference between isometric physical training
versus traditional physical training is that isometric training is an intense
form of training which requires less hours of work for the same results. It
pushes the muscles to their limits within a short period of time. For
example, "push ups" are a form of isometric training as compared to riding a
bicycle, where you pedal then rest as the bicycle coasts. Isometric training
could possibly lose its viability as fitness choice as a result of new
scientific research or increased competition with newer techniques. If for
some reason isometric training techniques are not accepted in the
marketplace, the demand for our services would be significantly reduced,
which would harm or cause our business to fail.
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6. Evolving regulation of the fitness industry may adversely affect us.
As the fitness industry continues to evolve there may be increased regulation
by federal, state and/or foreign agencies. Any new regulations which
restrict our business could harm or cause our business to fail.
7. If our business plan is not successful, we may not be able to continue
operations as a going concern and our stockholders may lose their entire
investment in us.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has recognized an accumulated deficit of
approximately $1,022,693 and $1,013,817 since inception on August 4, 2006
through August 31, 2009 and 2008, respectively, which raises substantial
doubt about its ability to continue as a going concern. Our ability to
continue as a going concern is dependent upon our generating cash flow
sufficient to fund operations and reducing operating expenses. Our business
plan may not be successful in addressing these issues. If we cannot continue
as a going concern, our stockholders may lose their entire investment in us.
8. We face strong and varied competition.
In the Las Vegas area, there are many larger companies who provide similar
services which Tone in Twenty plans to provide. The competition includes
larger companies, such as Las Vegas Athletic Clubs, 24 Hour Fitness, Bally's
Fitness, Gold's Gym, and other providers. These companies are better funded
and more established than Tone in Twenty.
9. We may not be able to find suitable employees.
The Company currently relies heavily upon the services and expertise of our
sole officer and director. In order to implement the aggressive business
plan of the Company, management recognizes that additional clerical staff
will be required. Our sole officer is the only employed personnel at the
outset of operations. Our sole officer can manage the office functions and
bookkeeping services until the Company can generate enough revenues to hire
additional staff.
No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.
10. We may not ever pay cash dividends.
The Company has not paid any cash dividends on the stock to date, and
there can be no guarantee that the Company will be able to pay cash dividends
on the stock in the foreseeable future. Initial earnings that the
Company may realize, if any, will be retained to finance the growth of the
Company. Any future dividends, of which there can be no guarantee, will be
directly dependent upon earnings of the Company, its financial requirements
and other factors that are not determined. We intend to retain any future
earnings to finance the development and expansion of our business. We do not
anticipate paying any cash dividends on our stock in the foreseeable
future. Unless we pay dividends, our stockholders will not be able to
receive a return on their shares unless they sell them. There is no assurance
that stockholders will be able to sell shares when desired.
9
11. We are subject to government regulation.
The Company is subject to federal, state and local laws and regulations
affecting its business. Although the Company plans on obtaining all required
federal and state permits, licenses, and bonds to operate its facilities,
there can be no assurance that the Company's operation and profitability will
not be subject to more restrictive regulation or increased taxation by
federal, state, or local agencies.
12. We may be liable for the products and services we provide.
There is no guarantee that the level of insurance coverage secured by the
Company will be adequate to protect the Company from risks associated with
claims that exceed the level of coverage maintained. As a result of the
Company's limited operations to date, no threatened or actual liability
claims have been made upon the Company.
13. Because our sole officer works or consults for other companies, his
other activities could slow down our operations.
John Dean Harper, Esq. our sole director/officer, does not work for us
exclusively and he does not devote all of his time to our operations.
Therefore, it is possible that a conflict of interest with regard to his time
may arise based on his employment in other activities. His other activities
will prevent him from devoting full-time to our operations which could slow
our operations and may reduce our financial results because of the slow down
in operations.
John Dean, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. The responsibility of
developing the company's business, and fulfilling the reporting requirements
of a public company all fall upon Mr. Harper. We have not formulated a plan
to resolve any possible conflict of interest with his other business
activities. In the event he is unable to fulfill any aspect of his duties to
the company we may experience a shortfall or complete lack of sales resulting
in little or no profits and eventual closure of the business.
10
14. Our principal stockholders, and sole officer and director own a
controlling interest in our voting stock and investors will not have any
voice in our management, which could result in decisions adverse to our
general shareholders.
Our sole officer and principal stockholder beneficially owns approximately,
or has the right to vote approximately 84% of our outstanding common stock.
If our Preferred shares are converted to common shares, then our largest
shareholder will vote 97% of our outstanding common stock. As a result, this
stockholder, acting alone, will have the ability to control substantially all
matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
15. Increases in the base cost of our services could materially increase our
costs and decrease our profitability.
The fitness industry is characterized by significant facility costs and
investment in the expertise of licensed and trained personnel. These costs
can be influenced by seasonal fluctuations. Significant increases in these
costs could decrease our profitability.
16. The fitness industry is influenced by general economic conditions.
The fitness industry is highly competitive and reactive to the overall level
of consumer spending. Consumer spending is dependent on a number of factors,
including actual and perceived economic conditions affecting disposable
consumer income (such as unemployment, wages and salaries), business
conditions, interest rates, availability of credit and tax rates in the
general economy and in the international, regional and local markets where
our products are sold. As a result, any deterioration in general economic
conditions, reductions in the level of consumer spending or increases in
interest rates could adversely affect the future sales of our products and
services.
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on our financial condition and results
of operations.
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Other Risks Factors
17. These securities are offered at an arbitrary offering price.
The offering price of the Common Shares offered hereunder has been
arbitrarily determined by the Company and bears no relationship to any
objective criterion of value. The price does not bear any relationship to
the assets, book value, historical earnings or net worth of the Company. In
determining the offering price, the Company considered such factors as the
prospects, if any, for similar fitness services, the previous experience of
management, the Company's anticipated results of operations, the present
financial resources of the Company and the likelihood of acceptance of this
Offering. (See "PLAN OF DISTRIBUTION")
18. We may, in the future, issue additional common shares, which would
reduce investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 195,000,000 shares of
common stock and 5,000,000 convertible preferred shares. The future issuance
of common stock may result in substantial dilution in the percentage of our
common stock held by our then existing shareholders. We may value any common
stock issued in the future on an arbitrary basis. The issuance of common
stock for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common stock.
(See "DILUTION")
19. If the selling shareholders sell a large number of shares all at once or
in blocks, the market price of our shares would most likely decline.
The selling shareholders are offering 16,737,500 shares of our common stock
through this prospectus. Our common stock is presently not traded on any
market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is trading
will cause that market price to decline. Moreover, the offer or sale of a
large number of shares at any price may cause the market price to fall.
12
20. Our common shares are subject to the "Penny Stock" Rules of the SEC and
the trading market in our securities is limited, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require:
(a) that a broker or dealer approve a person's account for transactions
in penny stocks; and
(b) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
13
21. Although our stock is listed on the OTC-BB, a trading market has not
develop, purchasers of our securities may have difficulty selling their
shares.
There is currently no active trading market in our securities and there are
no assurance that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares in our Company. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all.
22. We will incur ongoing costs and expenses for SEC reporting and
compliance, without revenue we may not be able to remain in compliance with
the SEC, making it difficult for investors to sell their shares, if at all.
Our stock has been cleared for trading on the OTC-Bulletin Board. To be
eligible for quotation on the OTCBB, we must remain current in their filings
with the SEC. In order for us to remain in compliance we will require future
revenues or future funding to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources.
23. Liability of directors for breach of duty of care is limited.
According to Nevada law [NRS 78.138(7)], all Nevada corporations limit the
liability of directors and officers, including acts not in good faith. Our
stockholders' ability to recover damages for fiduciary breaches may be
reduced by this statute. In addition, we are obligated to indemnify our
directors and officers regarding stockholder suits which they successfully
defend (NRS 78.7502).
24. Because we do not intend to pay any cash dividends on our common stock,
our stockholders will not be able to receive a return on their shares unless
they sell them.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
25. Tone in Twenty will not receive any of the proceeds from the selling of
shares offered in this prospectus.
We will not receive any proceeds from the sale of the common stock by the
selling shareholders offered in this prospectus.
14
26. We will incur ongoing costs and expenses for SEC reporting and
compliance, without revenue we may not be able to remain in compliance with
the SEC, making it difficult for investors to sell their shares, if at all.
We may plan to locate a market maker following the effectiveness of our
Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are
unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
27. We may issue additional shares of preferred stock in the future that may
adversely impact your rights as holders of our common stock.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" convertible preferred stock. To date, the Company has issued
83,333 shares of preferred stock. Our board of directors will have the
authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue additional shares,
without further stockholder approval. As a result, our board of directors
could authorize the issuance of a series of preferred stock that would grant
to holders preferred rights to our assets upon liquidation, the right to
receive dividends before dividends are declared to holders of our common
stock, and the right to the redemption of such preferred shares, together
with a premium, prior to the redemption of the common stock. To the extent
that we do issue such additional shares of preferred stock, your rights as
holders of common stock could be impaired thereby, including, without
limitation, dilution of your ownership interests in us. In addition, shares
of preferred stock could be issued with terms calculated to delay or prevent
a change in control or make removal of management more difficult, which may
not be in your interest as holders of common stock.
15
CAPITALIZATION
The following table sets forth, as of August 31, 2009 and August 31, 2008 the
capitalization of the Company on an actual basis. This table should be read
in conjunction with the more detailed financial statements and notes thereto
included elsewhere herein.
Aug. 31, 2009 Aug 31, 2008
audited audited
------------- -------------
Debt $ - $ -
Stockholders' equity:
Stockholders' Equity
Preferred stock, $0.001 par value, 5,000,000
shares authorized, 83,333 shares
issued and outstanding as of 8/31/09 and
8/31/08, respectively 83 83
Common stock, $0.001 par value, 195,000,000
shares authorized, 437,500 shares
issued and outstanding as of 8/31/09 and
8/31/08, respectively 438 438
Additional Paid-in Capital 1,027,349 1,010,858
Deficit accumulated during
development stage (1,022,693) (1,013,817)
---------- ----------
Total stockholders' equity (deficit) 5,177 (2,438)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)$ 5,513 $ 2,860
========== ==========
16
FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements, including statements
concerning possible or assumed results of exploration and/or operations of
Tone in Twenty, and those proceeded by, followed by or that include the words
"may," "should," "could," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of such
terms and other comparable terminology. Investors should understand that the
factors described below, in addition to those discussed elsewhere in this
document could affect Tone in Twenty's future results and could cause those
results to differ materially from those expressed in such forward looking
statements.
OFFERING INFORMATION
This prospectus relates to the following:
The resale by certain selling security holders of the Company of up to
16,737,500 share of common stock in connection with the resale of shares of
common stock issued by us in two separate transactions were issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act and/or Rule 506/505 of Regulation D promulgated thereunder as
a transaction not involving a public offering. (See "Liquidity and Capital
Resources" Section.)
Our stock is now listed on the OTC-BB, under the stock symbol "TTWZ.OB."
However, no trades have taken place since we were cleared for listing.
There are no assurances that a market for our stock may materialize; and, we
if a market did materialize, we cannot give any assurances that a public
market for our securities may be sustained. The selling shareholders may
sell their shares of our common stock at a fixed price of $0.12 per share
until shares of our common stock start trading on the OTC Bulletin Board,
and thereafter at prevailing market prices or privately negotiated prices.
We will not receive any proceeds from the resale of common shares by the
selling security holders.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
17
DETERMINATION OF OFFERING PRICE
The $0.12 per share offering price of our common stock was determined
arbitrarily by us. There is no relationship whatsoever between this price
and our assets, earnings, book value or any other objective criteria of
value. Our common stock was cleared for trading on the Over-the-Counter
Bulletin Board electronic quotation service on November 24, 2008 under the
trading symbol "TTWZ.OB." From the time our stock was cleared for trading
through January 7, 2010, no sales of our stock have traded on the Over-the
Counter Bulleting Board. If a market for the stock develops, the actual price
of stock will be determined by prevailing market prices at the time of sale
or by private transactions negotiated by the selling shareholders named in
this prospectus. The offering price would thus be determined by market
factors and the independent decisions of the selling shareholders named in
this prospectus.
DILUTION
The common stock to be sold by the selling shareholders is common stock that
is currently issued and outstanding, with the exception of convertible
preferred shares that can convert to 16,666,666 common shares. If these
convertible preferred shares are converted to 16,666,666 common shares the
shares currently issued an outstanding will be diluted by approximately 98%.
DIVIDEND POLICY
The Company has not paid any cash dividends on the Common Stock to date, and
there are no plans for paying cash dividends on the Common Stock in the
foreseeable future. Initial earnings that the Company may realize, if any,
will be retained to finance the growth of the Company. Any future dividends,
of which there can be no guarantee, will be directly dependent upon earnings
of the Company, its financial requirements and other factors.
DESCRIPTION OF BUSINESS
Our Company
-----------
Tone in Twenty or ("the Company"), is a Nevada Corporation with a principal
business strategy to provide personal fitness training using isometric
techniques. The difference between isometric physical training versus
traditional physical training is that isometric training is an intense form
of training which requires less hours of work for the same results. It is a
form of exercise where exertion is used against a resistance force that
strengthens and tones the muscle without changing the length of the muscle
fibers. Isometrics are done in static positions, rather than a range of
motion. The joint and muscle are either worked against an immovable force or
are held in a static position while opposed by resistance.
The Company's business plan is to establish a model facility in order to
train personal trainers on these techniques. Once these trainers have been
fully educated and demonstrate competencies in these techniques, the Company
will seek additional locations to host isometric fitness training. The
Company's goal is to open four locations throughout the Las Vegas valley in
order to have economies of scale in its marketing.
18
Management believes that isometric training can be beneficial to individuals
having a very limited time for fitness training, as it only requires visits
once or twice per week to the training facility. Isometric training is a
form of strength training designed to help build muscle mass. It is a form
of exercise involving the static contraction of a muscle without any visible
movement in the angle of the joint. The term "isometric" combines the prefix
"iso" (same) with "metric" (distance), meaning that in these exercises the
length of the muscle does not change, as compared to isotonic contractions in
which the contraction strength does not change but the joint angle does. It
is a process of muscle-building exercises which uses equipment that produces
muscular contractions against resistance without movement.
Management purchased the following equipment from a third party to implement
its isometric training program, this includes: Keiser Multi Hip, Keiser
Abductor, Keiser Shoulder Press, Keiser Bicep Curl, Keiser Low Back, Keiser
Lateral Deltoid, Keiser Upper Back, Keiser Lat Pulldown, Keiser Vertical,
Keiser Leg Press, Keiser Leg Curl, Keiser Vertical Press, Keiser Adductor,
Keiser Leg Extension, Keiser Tricep, and a Keiser Squat. Utilizing this
equipment, the joint and muscles are held in a static position while opposed
by resistance. The equipment uses pneumatic air pressure to generate this
resistance. The goal in utilizing isometric training is to help the trainee
build lean muscle mass while spending one or two 20-minutes sessions a week
in an isometric physical fitness training program.
Currently, the Company is not operational, the Company did conduct an
evaluation of its personal fitness training using isometric techniques
between January-June, 2007, in Las Vegas, NV. Management identified a
physical fitness center that permitted the use of its facilities to conduct
this evaluation. The Company spent $1,624 to advertise its fitness training
program in the local newspapers and subsequently generated $7,979 in
business. This evaluation model helped management define the Company's
services and advertising program.
Based on this evaluation, management believes it can duplicate this model.
Management is preparing this Registration Statement with the plan to raise
$100,000 in funding. Management believes that since the Company is now
listed on the Over the Counter Bulletin Board, it might be easier to fund the
Company, as it gives potential investors an exit strategy. However, there
are no assurance that the Company will be able to fund its future operations.
These funds will be used to establish four (4) separate isometric fitness
training centers in Las Vegas, NV. With four fitness centers, the Company
can use economy of scale to advertise its centers in the local newspapers and
on the local television cable. This will minimize advertising costs, per
customer, and provide a location convenient for future customers. Management
anticipates that the four planned isometric training centers can be in place
within approximately twelve months of obtaining funding it requires.
19
Expected Capital Expenditures
-----------------------------
Provided that the Company can raise the funding necessary to establish its
business plan, management expects to allocate funding as follows:
Expected manner
of occurrence Number of
or method months needed
Event or Milestone of achievement to accomplish
--------------------------------------------------------------------------
1. Business funded Completion of offering Next twelve months
($100,000 raised)
2. Rent space at Funds from offering Two months after
a fitness center ($10,000 expense*) completion of offering
3. Hire and train Funds from offering Two months after
trainers ($10,000 expense*) completion of offering
4. Purchase Funds from offering Four months after
additional ($40,000 expense*) completion of offering
equipment
5. Market our Through newspaper and Five months after
services(s) cable advertising completion of offering
($30,000 expense*)
6 Develop a Establishing individual Six months after
solid customer training program completion of offering
base
7. The Company Customer base in place Within 6 months
operates at a after we become
profit operational, i.e,
steps 1 through 6
have been accomplished
* Please note, these chart reflects estimated expenses and an estimated
timeline, based on management's best judgment. Actual expenses and the
timeline presented may vary.
20
The Industry
It is management's belief that the industry is well established with a number
well-financed competitors who have an established client base. There are
many large gym facilities in Las Vegas, where the Company is based, such as
Gold's Gym, Las Vegas Athletic Club and 24-Hour Fitness. Management believes
the American society has increased knowledge and awareness of personal health
and fitness over the past decade through various media outlets, such as
television, magazines and the Internet. This has prompted the rapid building
of gyms and other personal fitness locations. Tone in Twenty plans to focus
on a particular segment of the fitness industry, by specializing in providing
personal isometric training at competitive prices for the market it serves.
Competition
The personal fitness industry is highly competitive. Competition is generally
based upon brand name recognition, price, service, reach and target
marketing. There are many larger companies who provide similar services as
Tone in Twenty. The competition includes larger companies, such as, Gold's
Gym, 24-Hour Fitness, Las Vegas Athletic Clubs and Bally's Gyms. We are an
insignificant player as compared to these larger fitness centers. These
companies are better funded and more established than Tone in Twenty. The
competition has built brand loyalty and has the resources to build its
customer bases through promotional advertising. We do not have the
advertising dollars available to compete against our competitors and we might
not be able to compete successfully with these competitors in the future.
All of our competitors have significantly greater financial, marketing, other
resources, and larger customer bases than we have and are less financially
leveraged than we are. As a result, these competitors may be able to adapt
changes in customer requirements more quickly; introduce new and more
innovative products more quickly; better adapt to downturns in the economy or
other decreases in sales; better withstand pressure for cancelled services,
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; and adapt more
aggressive pricing policies.
Our Strategy
Our marketing success will be determined by our ability to create brand
awareness for our personal fitness service, acquire customers and provide our
services at a competitive price. The Company has developed a few strategies
to accomplish this goal. This includes waiving any start-up fee. Many of
the larger companies charge a start-up fee to begin membership.
21
Management plans to target our services primarily towards individuals with
limited time to spend on personal fitness training, such as business
professionals and owners. The difference between isometric physical training
and traditional physical training is the time involved. Because of the
intensity of isometric training, a training session will not last more than
20-minutes per session, as compared traditional physical training programs
that can last one-two hours. Management anticipates to charge $40.00 for a
twenty (20) minute training session.
Therefore, management plans to market its services, through newspaper ads,
and its local television cable market, to individuals who do not have a great
deal of time to devote to physical training, but can afford to spend a 20-
minutes a week in an isometric physical fitness training program.
Intellectual Property
Many of the isometric health fitness training processes depend upon the
training techniques, protocols, knowledge, and experience of Mr. Harper, our
sole officer, who is responsible for purchasing this isometric training
equipment from a third party for the benefit of the Company. Specifically,
our training equipment utilizes a method, whereby the force applied to this
equipment increases with the amount of pressure applied to the equipment.
For example, when a customer uses our equipment, they begin by holding a
movable bar with no pressure. They are required to hold the bar level, while
the machine slowly exerts pressure against the bar. As the bar pressure
increases, the customer needs to increase their force against this movable
bar, until they can no longer hold the bar level. Different equipment will
be used to apply pressure against different parts of the body.
To help protect its rights, the Company will require future employees,
collaborators, and significant consultants and advisors with access to
confidential information on how our equipment works, to enter into
confidentiality agreements with the Company. There can be no assurance,
however, that these agreements will provide adequate protection for the
Company's trade secrets, know-how or proprietary information in the event of
any unauthorized use or disclosure. The Company's success and ability to
compete is dependent in part upon its proprietary technology. There can be
no assurance that the steps taken by the Company in this regard will be
adequate to prevent misappropriation of its technology or that the Company's
competitors will not independently develop technologies that are
substantially equivalent or superior to the Company's technologies.
22
The Company regards substantial elements of its underlying infrastructure and
health fitness training techniques and equipment as proprietary information
and will attempt to protect them by relying on trademark, service mark,
copyright and trade secret laws and restrictions on disclosure and
transferring title and other methods. The Company plans to enter into
confidentiality agreements with its future employees, future suppliers and
future consultants and in connection with its license agreements with third
parties and generally seeks to control access to and distribution of its
technology, documentation and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use the Company's proprietary information without authorization or to
develop similar technology independently.
There can be no assurance that the steps taken by the Company will prevent
misappropriation or infringement of its proprietary information, which could
have a material adverse effect on the Company's business, results of
operations and financial condition. Litigation may be necessary in the
future to enforce the Company's intellectual property rights, to protect the
Company's trade secrets or to determine the validity and scope of the
proprietary rights of others. Such litigation might result in substantial
costs and diversion of resources and management attention. Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties. Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not
meritorious, could result in substantial costs and diversion of resources and
management attention and could have a material adverse effect on the
Company's business, results of operations and financial condition.
Government Regulation.
We are subject to federal, state and local laws and regulations affecting our
business. Although the Company plans on obtaining all required federal and
state permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.
Personnel
The Company does not have any employees. All functions including development,
strategy, negotiations and clerical work is being provided by our
officer/director on a voluntary basis, without compensation. We have no
intention of hiring employees until the business has been successfully launched
and we have sufficient, reliable revenue from our operations.
Facilities and Expenses
We currently maintain our corporate offices at 3433 Losee Rd., Suite 2,
North Las Vegas, NV 89030, Telephone: (702) 604-7038, in space provided to
us at no cost by our director.
23
Bankruptcy and Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
Reorganizations, Purchase or Sale of Assets
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course
of business.
Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor
We currently have no pending or provisional patents or trademark
applications.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of Tone in Twenty and the services we expect to offer
and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements. Future filings with the
Securities and Exchange Commission, future press releases and future oral or
written statements made by us or with our approval, which are not statements
of historical fact, may contain forward-looking statements, because such
statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements.
All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made.
Revenues
We generated $7,979 in revenues for the period from August 4, 2006
(inception) through August 31, 2009 and no revenues for fiscal year
ending August 31, 2009. We currently do not have any operations and our
revenues came from an evaluation program we conducted from January - June
2007, in Las Vegas, NV. This evaluation model helped management define the
Company's services and advertising program. This evaluation entailed: 1)
renting space, by the hour, in a physical fitness training center; 2) hiring
and training a physical fitness trainer on using isometric techniques; 3)
advertising this physical fitness program in the newspaper; 4) scheduling
clients for training sessions; and 5) providing isometric physical fitness
training for clients.
24
As of August 31, 2009, we had cash or cash equivalents of $2,013. The bulk
of our expenses include legal and accounting fees. These fees are being
spent to maintain our a fully reporting status so that we can remain
compliant with our OTC-Bulletin Board listing. Management believes that our
listing on the OTC-Bulletin will better position the Company to find the
financing it needs to move its business plan forward. We expect to be
operational within six months of obtaining the financing we need. We do not
anticipate generating any profit for at least 18-months.
Results of Operations for the year ended August 31, 2009
--------------------------------------------------------
Since our inception on August 4, 2006 through August 31, 2009, we generated
$7,979 in revenues derived from an evaluation program. We generated no
revenues for the fiscal year ending August 31, 2009. We do not anticipate
earning any significant revenues until such time as we can establish fitness
centers.
For the fiscal year ending August 31, 2009, we experienced a net loss of
$8,876 or loss of $(0.02) per share as compared to a net loss of $21,927 or a
loss of $(0.05) per share for the same period last year. The net loss for
the year ending August 31, 2009 was attributed to general and administrative
expense of $4,233 and audit fees of $7,000. General and administrative
expense included legal and accounting fees to keep our Company fully
reporting. Our cash at hand as of August 31, 2009 was $2,013. In our
August 31, 2009 year-end financials, our auditor issued an opinion that our
financial condition raises substantial doubt about the Company's ability to
continue as a going concern.
Liquidity and Capital Resources
Our balance sheet as of August 31, 2009 reflects cash assets of $2,013 and
$336 in current liabilities. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital
necessary to operate to date.
On August 4, 2006 (inception), we issued 366,667 shares (adjusted for a
reverse split) of our $0.001 par value common stock to our founder for $2,200
cash.
In February, 2007, we issued 83,333 shares (adjusted for a reverse split) of
our $0.001 par value non-voting Callable and Convertible Preferred stock for
$10,000 paid for by private investor for funding our operations. This
Preferred Stock converts to two hundred shares of common stock for each share
of Preferred Stock.
In March, 2007, we issued 70,833 shares (adjusted for a reverse split) of our
$0.001 par value common stock pursuant to a Rule 505 of Regulation D offering
for $4,250 cash to approximately 30 shareholders.
There have been no other issuance of stock.
25
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $100,000 to forward our business plan,
and we would have to issue debt or equity or enter into a strategic
arrangement with a third party. We have been trying to raise these funds
with no success through a private offering. Management believe the economic
downturn has hurt our ability to raise the funds needed. There can be
no assurance that additional capital will be available to us. We currently
have no agreements, arrangements or understandings with any person to obtain
funds through bank loans, lines of credit or any other sources.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated. No agreement exists that
our sole officer/director will continue to donate funds to the operations of
the Company for the next twelve months; therefore, there is no guarantee that
he will continue to do so in the future.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
LEGAL PROCEEDINGS
A complaint was filed on September 11, 2008 with the Office of the Labor
Commissioner, Department of Business and Industry, State of Nevada, against
the Company by a former officer. The claim alleged unpaid wages and
commissions owed to the former officer in the amount of $7,357, which were
allegedly earned during the period from April 1, 2007 to July 30, 2007. The
Company has been informed by the Office of the Labor Commissioner that it
cannot find wrongdoing by the Company, that insufficient evidence exists to
support the complaint, and that the complaint will not be further pursued by
the Department of Business and Industry, State of Nevada.
26
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following sets forth certain information with respect to executive
officers, directors, key employees and advisors of the Company as of the date
of this Memorandum:
Name Position
-----------------------------------------------------
John Dean Harper, Esq. Director/President/Secretary
All directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been elected and qualified.
Directors currently receive no fees for services provided in that capacity.
The officers of the Company are elected annually and serve at the discretion
of the Board of Directors.
Set forth below is a brief description of the background and business
experience of our sole officer and director.
John Dean Harper, Director, President and Secretary
---------------------------------------------------
Mr. Harper is a graduate of Ohio University in Athens, Ohio with Bachelors of
Business Administration degree and a double major in Business Pre-Law and
General Business. He is also a graduate of the University of Cincinnati,
College of Law with a Juris Doctor. Mr. Harper has a private law practice
focusing primarily on corporate law, labor/employment and litigation. Mr.
Harper serves as counsel for the Las Vegas Police Protective Association,
Chief General Counsel, 1998-Present.
Work Experience:
----------------
Dates Name of Company Job Title
----- -------------- ---------
1986-1989 Univ. of Cincinnati, College of Law Law Student
1989-1991 Schottenstein, Zox and Dunn Assoc. Atty.
1991-1995 Redmon & Harper Partner
1996-1998 Gugino & Schwartz Assoc. Atty.
1999-2002 Starbase-1 Coffee Co. Ltd. President
2000-2002 Lock-Gun.com President
1998-Present Injured Police Officers Fund General Counsel
2001-2005 Absolute Glass Protection, Inc. Pres., Treasurer, Director
1996-Present John Dean Harper, Attorney at Law
1998-Present Las Vegas Police Protective Assoc. Chief General Counsel
1998-Present Nevada Conf. of Police and Sheriffs General Counsel
27
Involvement in Certain Legal Proceedings
Our director, executive officer and control persons have not been involved in
any of the following events during the past five years and which is material
to an evaluation of the ability or the integrity of our director or executive
officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
EXECUTIVE COMPENSATION
Summary Compensation Table
As a result of our the Company's current limited available cash, no officer
or director received compensation since the inception of the company.
Tone in Twenty intends to pay salaries when cash flow permits.
SUMMARY COMPENSATION TABLES
----------------------------------------------------
Annual Compensation
----------------------------------------------------
Name and Year Other Annual Stock
Principal Position End Salary ($) Bonus ($) Compensation ($) Awards($)
-----------------------------------------------------------------------------
John Dean Harper
President 2009 -0- -0- -0- -0-
2008 -0- -0- -0- -0-
2007 -0- -0- -0- -0-
-----------------------------------------------------------------------------
28
Long Term Compensation Table
------------------------------------------------------
Long Term Compensation
------------------------------------------------------
Awards Payouts
------------------------------------------------------
Restricted Stock Securities LTIP All Other
Name and Principal Year Award(s)($) Underlying Options/ Payouts Compensation
Position End SARs(#) ($) ($)
-----------------------------------------------------------------------------
John Dean Harper
President 2009 -0- -0- -0- -0-
2008 -0- -0- -0- -0-
2007 -0- -0- -0- -0-
-----------------------------------------------------------------------------
Mr. Harper, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. We do not pay to our
directors or officers any salary or consulting fee. We do not pay to our
directors any compensation for serving as a director on our board of
directors.
The Company currently does not have employment agreements with its executive
officer. The executive officer/director of the Company has agreed to take no
salary until the Company can generate enough revenues to support salaries on
a regular basis. The officer will not be compensated for services previously
provided. He will receive no accrued remuneration.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officers or directors
from inception through December 10, 2009.
Family Relationships
--------------------
Not applicable.
Significant Employees
---------------------
We have no significant employees other than our Officer/Director. We conduct
our business through arms-length third parties and independent contractors.
29
Audit Committee Financial Expert
--------------------------------
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
Auditors; Code of Ethics; Financial Expert
------------------------------------------
Our principal independent accountant is Seale and Beers, CPAs, Certified
Public Accountants. We do not currently have a Code of Ethics applicable to
our principal executive, financial and accounting officer. We do not have an
audit committee or nominating committee.
Advisory Board
--------------
Tone in Twenty does not have an advisory board.
Advisor Compensation
--------------------
Tone in Twenty does not have an advisory board.
Potential Conflicts of Interest
-------------------------------
We are not aware of any current or potential conflicts of interest with any
of our officers/directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of December 10, 2009, the number of shares of
Common Stock beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all 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.
30
We do not have any outstanding options or warrants exercisable for or
convertible into shares of our common stock. This Registration does include
outstanding preferred shares that can be converted into common shares.
AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
TITLE OF NAME OF BENEFICIAL BENEFICIAL BEFORE AFTER
CLASS OWNER AND POSITION OWNERSHIP CONVERSION(1) CONVERSION(2)
Common John Dean Harper, 366,666 84.0% 2.1%
Stock 3433 Losee Rd.
Suite 2
North Las Vegas, NV 89030
----------------------------------------------------------------------------
Ownership upon conversion of
shareholders' preferred stock:
Common San Nicholas, Inc. 83,333 0.0% 97.0%
Stock
----------------------------------------------------------------------------
Common All Executive Officers
Stock and Directors as a
Group (1 person) 366,666 84.0% 2.1%
(1) Percent of Class based on 437,500 shares before conversion of Series
A Callable and Convertible Preferred shares.
(2) Percent of Class based on 1,704,100 after conversion of the 83,333
Series A Callable and Convertible Preferred shares.
(3) San Nicholas, Inc. a Nevada Corporation, beneficially owned and
Controlled by Mrs. Eva Esparza, Escobedo 435 Ote., Torreon,
Coah, Mexico.
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 4, 2006 (inception), the Company issued 366,667 shares (adjusted
for a reverse split) of its $0.001 par value common stock to Mr. John Dean
Harper, the founder of the Company for $2,200 cash.
In February 2007, the Company issued 83,333 shares (adjusted for a reverse
split) of its $0.001 par value preferred stock for $10,000 cash to San
Nicholas, Inc, a Nevada corporation, beneficially owned and controlled by
Mrs. Eva Esparza.
In March 2007, the Company issued 70,833 shares (adjusted for a reverse
split)of its $0.001 par value common stock for $4,250 cash to the selling
shareholders identified in this prospectus under the section entitled
"Selling Shareholders."
There have been no other issuances of common stock or preferred stock.
As of December 10, 2009, the Company has 437,500 common shares issued and
outstanding and 83,333 Callable and Convertible Preferred Stock preferred
shares issued and outstanding. Each Callable and Convertible Preferred Share
can be converted into two hundred (200) shares of common stock
There are no outstanding or issued options or warrants.
Certain Relationships and Related Transactions
The company's sole Director has contributed office space for the Company's
use for all periods presented. There is no charge to Tone in Twenty for the
space. This space consists of a unit within a larger five story commercial
office building that is also used by unrelated businesses. This building is
owned by parties not related to the management nor the shareholders of Tone
in Twenty. Management believes that its current facilities are adequate for
its needs through the next twelve months, and that, should it be needed,
suitable additional space will be available to accommodate expansion of the
Company's operations on commercially reasonable terms, although there can be
no assurance in this regard. Our officer will not seek reimbursement for
past office expenses. No written agreement exists that our sole
officer/director will continue to donate office space to the operations.
Therefore, there is no guarantee that he will not seek reimbursement for the
donated office space in the future.
Our officer and sole director can be considered a promoter of Tone in Twenty
in consideration of his participation and managing of the business of the
company since its incorporation.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
32
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
16,737,500 shares of common stock offered through this prospectus. The
selling shareholders acquired the 16,737,500 shares of common stock offered
through two separate private offerings that were exempt from registration
under Regulation D of the Securities Act of 1933, as amended (the "Securities
Act"). None of the selling stockholders are broker-dealers or affiliates of
broker-dealers.
The following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered by each;
3. the total number of shares that will be owned by each upon completion
of the offering;
4. the percentage owned by each upon completion of the offering; and
5. the identity of the beneficial holder of any entity that owns the shares.
Total
shares Total Total
held Number of Shares
including Shares to to be Percent
issuable be Owned Owned
upon full Offered for Upon Upon
Conversion Selling Completion Completion
and/or Shareholder of this of this
Name of Selling Stockholder(1) exercise Account(2) Offering Offering(3)
----------------------------- -------- ----------- ---------- --------
Margaret M. Adymy 1,666 1,666 0 Nil
Jessica Aldrich 3,333 3,333 0 Nil
Keith Beall 4,166 4,166 0 Nil
Benjamin Burkhalter 3,333 3,333 0 Nil
Craig M. Colton II 3,333 3,333 0 Nil
Adam Daskivich 4,166 4,166 0 Nil
Tim Hanson 3,333 3,333 0 Nil
Anthony A. Junker 1,666 1,666 0 Nil
Cynthia Junker 1,666 1,666 0 Nil
Alexandra Kelishes 1,666 1,666 0 Nil
Betty Jane Konkel 1,666 1,666 0 Nil
Nicholas Manteris 3,333 3,333 0 Nil
Jeorge A. Martin 1,666 1,666 0 Nil
Patricia L. Martin 1,666 1,666 0 Nil
Evelyn B. Meadows 4,166 4,166 0 Nil
Cynthia Murtha 3,333 3,333 0 Nil
Kevin Murtha 3,333 3,333 0 Nil
Marlena Niemann 1,666 1,666 0 Nil
Donald D. Patterson 1,666 1,666 0 Nil
James Patterson 1,666 1,666 0 Nil
Michael C. Patterson 1,666 1,666 0 Nil
Paloma Patterson 1,666 1,666 0 Nil
Cecila Quiroz 1,666 1,666 0 Nil
Johanna Quiroz 1,666 1,666 0 Nil
Juan Quiroz 1,666 1,666 0 Nil
Rosa Quiroz 1,666 1,666 0 Nil
Robert Sandoval 3,333 3,333 0 Nil
San Nicholas, Inc.(4)(5) 16,666,666 16,666,666 0 Nil
Daniel Schwartz 1,666 1,666 0 Nil
Mark Theis 1,666 1,666 0 Nil
Kirk Whiting 1,666 1,666 0 Nil
--------------------------------------------------------------------------
TOTAL 16,737,500 16,737,500 0
1) The named party beneficially owns and has sole voting and investment
power over all shares or rights to these shares, unless otherwise shown in
the table.
2) This table assumes that each shareholder will sell all of his/her shares
available for sale following the effectiveness of the registration statement
that includes this prospectus. Shareholders are not required to sell their
shares. The numbers in this table assume that none of the selling
shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and assumes that
all shares offered. will be sold following the effectiveness of this
registration statement.
3) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rule, beneficial ownership includes any shares as
to which the selling stockholders has sole or shared voting power or
investment power and also any shares, which the selling stockholders has the
right to acquire within 60 days. The percentage of shares owned by each
selling stockholder is based on a total outstanding number of 154,231,000,
(assuming the full conversion of all Series A Callable and Convertible
Preferred shares which are registered herein) as of February 15, 2007.
(4) San Nicholas, Inc. a Nevada Corporation, beneficially owned and
controlled by Mrs. Eva Esparza.
(5) Owner(s) of the Series A Callable and Convertible Preferred Shares. The
Board of Tone and Twenty has resolved that they do not plan on calling the
these Series A Preferred Shares; therefore, these shareholders may call for
the conversion of these shares at their sole discretion.
34
All of the selling shareholders:
1. have not had a material relationship with us other than as a shareholder
at any time within the past two years; or
2. has ever been one of our officers or director or
3. are not broker-dealers or affiliates of a broker-dealer
Expenses of Issuance and Distribution
We have agreed to pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the selling security holders. The expenses which we are
paying are set forth in the following table.
Nature of Expenses: Amount
-------------------------------------------------------------
Securities and Exchange Commission registration fee $ 62
Legal fees and miscellaneous expenses* $ 1,500
Audit Fees $ 1,000
Transfer Agent fees* $ 750
Printing* $ 938
-------
Total $ 4,250
=======
*Estimated Expenses
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
1. On such public markets as the common stock may from time to time
be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
Our shares are currently listed on the OTC-BB, under the trading symbol TTWZ
with no trading activity as of December 10, 2009. We cannot give any
assurance that our shares will have any market value. The sales price to the
public was fixed at $0.12 per share. Although we are listed on the Over-the-
Counter Bulletin Board electronic quotation service, public trading of our
common stock may never materialize. In addition, if a market for our stock
does materialize, we cannot give any assurances that a public market for our
securities may be sustained.
35
Since our common stock is traded on the Over-the-Counter Bulletin Board
electronic quotation service, the sales price to the public will vary
according to the selling decisions of each selling shareholder and the market
for our stock at the time of resale. In these circumstances, the sales price
to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the selling shareholders determine from time to time.
We can provide no assurance that all or any of the common stock offered will
be sold by the selling shareholders named in this prospectus.
We are bearing all costs relating to the registration of the common stock.
The selling shareholders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the common
stock.
The selling shareholders named in this prospectus must comply with the
requirements of the Securities Act and the Exchange Act in the offer and sale
of the common stock. The selling shareholders and any broker-dealers who
execute sales for the selling shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act in connection with
such sales. In particular, during such times as the selling shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore
be considered to be an underwriter, they must comply with applicable law and
they may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.
36
Penny Stock Regulations
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these 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 agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
If a selling security holder wants to sell shares of our common stock under
this registration statement in the United States, the selling security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's.
The broker for a selling security holder will be able to advise a selling
security holder which states our common stock is exempt from registration
with that state for secondary sales.
37
Any person who purchases shares of our common stock from a selling security
holder under this registration statement who then wants to sell such shares
will also have to comply with Blue Sky laws regarding secondary sales. When
the registration statement becomes effective, and a selling security holder
indicates in which state(s) he desires to sell his shares, we will be able to
identify whether it will need to register or it will rely on an exemption
there from.
Transfer Agent
The Company has hired Empire Stock Transfer, Inc., 1859 Whitney Mesa Dr.,
Henderson, NV 89014 to serve as its authorized stock transfer agent.
DIVIDEND POLICY
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
38
DESCRIPTION OF SECURITIES
The Company, a Nevada corporation, is authorized to issue 195,000,000 shares
of Common Stock, $0.001 par value and 5,000,000 shares of Preferred Stock,
$0.001 par value. The Company has issued 366,666 shares of Common Stock to
the original officer of the Company. The Company subsequently sold 70,833
shares to further capitalize the Company. The Company also sold 83,333
shares of preferred stock. The holders of Common Stock: (i) have equal
rights to dividends from funds legally available therefore, ratably when as
and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all assets of the Company available for distribution to
holders of Common Stock upon liquidation, dissolution, or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or
conversion rights and there are no redemption or sinking fund provisions
applicable thereto; (iv) are entitled to one non-cumulative vote per share of
Common Stock, on all matters which stockholders may vote on at all meetings
of Shareholders; and (v) the holders of Common Stock have no conversion,
preemptive or other subscription rights. There is no cumulative voting for
the election of directors. There are currently 437,500 shares of Common
Stock outstanding held by thirty-one shareholders of record. (See "Principal
Shareholders").
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
Preferred Convertible Securities
We issued 83,333 non-voting Callable and Convertible Preferred shares. We
filed with the Nevada Secretary of State the designation that "These Series
A Preferred shares shall be designated as "Callable and Convertible Preferred
Stock." The corporation has the right to call for and purchase these shares
at any time, within twelve months of issue, either at par value or at a
slight premium above par value, or if corporation should designate that these
shares are deemed not callable, the holders of these non-voting Series A
Preferred Shares shall have the right to cause the corporation to redeem
shares for Common Stock at any time. Each holder of the non voting Series A
Callable and Convertible Preferred Stock shall have the right to convert all
or any portion of such shares as such holder desires to convert, into shares
of the Common Stock of the corporation, as follows: each share of Series A
Convertible Preferred Stock can be exchanged for two hundred (200) shares of
Common Stock of the corporation."
39
Through a Board Resolution, it was resolved that we shall not call nor redeem
our Series A non-voting Callable and Convertible Preferred shares. The
shareholder of the Series A Preferred shares will be permitted to convert
each Series A Preferred share owned for two hundred common shares, at their
sole discretion. The conversion of 83,333 Series A Preferred Shares
converts into 16,666,666 common shares which we registering in this
Prospectus.
Rule 144 Shares
---------------
In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least one year
is entitled to sell within any three month period a number of shares that
does not exceed the greater of:
1. one percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 4,375 shares as
of the date of this prospectus, or;
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 100%
of the total shares that may be sold, at least partially, pursuant to Rule
144(k) after March 2009.
40
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation
over the acquisition of a controlling interest in certain Nevada corporations
unless the articles of incorporation or bylaws of the corporation provide
that the provisions of these sections do not apply. Our articles of
incorporation and bylaws do not state that these provisions do not apply. The
statute creates a number of restrictions on the ability of a person or entity
to acquire control of a Nevada company by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other
things. The statute is limited to corporations that are organized in the
state of Nevada and that have 200 or more stockholders, at least 100 of whom
are stockholders of record and residents of the State of Nevada; and does
business in the State of Nevada directly or through an affiliated
corporation. Because of these conditions, the statute does not apply to our
company.
LEGAL MATTERS
The Law Offices of John Dean Harper has opined on the validity of the shares
of common stock being offered hereby.
EXPERTS
The financial statements included in this prospectus and in the registration
statement have been audited by Seale and Beers, CPAs, Certified Public
Accountants, to the extent and for the period set forth in their report
appearing elsewhere herein and in the registration statement, and are
included in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.
Interest of Named Experts and Counsel
Certain legal matters in connection with this registration statement will be
passed upon for Tone in Twenty by the Law Offices of John Dean Harper. John
Dean Harper is the sole officer/director of Tone in Twenty, and a shareholder
of the registrant.
Our sole officer/director can be considered promoters of Tone in Twenty in
consideration of their participation and managing of the business of the
company since its incorporation.
41
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Reports to Security Holders
At this time, we are not required to provide annual reports to security
holders. However, shareholders and the general public may view and download
copies of all of our filings with the SEC, including annual reports,
quarterly reports, and all other reports required under the Securities
Exchange Act of 1934, by visiting the SEC site (http://www.sec.gov) and
performing a search of our electronic filings. We intend to file with the
Securities and Exchange Commission a Form 8-A to register our common stock
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as soon
as practicable after this registration statement is declared effective by the
Securities and Exchange Commission. Thereafter, annual reports will be
delivered to security holders as required or they will be available online.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
42
FINANCIAL STATEMENTS
Tone in Twenty
August 31, 2007
November 30, 2007
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
PAGE
----
Year end August 31, 2008 Financials (audited):
Independent Auditors' Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4-5
Statements of Cash Flows F-6
Notes to Financials F-7-18
43
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Tone in Twenty
(A Development Stage Company)
We have audited the accompanying balance sheets of Tone in Twenty (A
Development Stage Company) as of August 31, 2009 and 2008 (restated), and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended August 31, 2009 and 2008 (restated), and from
inception on August 4, 2006 through August 31, 2009 (restated). 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 conduct our audits in accordance with 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 Tone in Twenty (A Development
Stage Company) as of August 31, 2009 and 2008 (restated), and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years then ended August 31, 2009 and 2008 (restated), and from inception
on August 4, 2006 through August 31, 2009 (restated), 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 4 to the
financial statements, the Company has recognized an accumulated deficit of
approximately $1,022,693 and $1,013,817 since inception on August 4, 2006
through August 31, 2009 and 2008, respectively, which raises substantial doubt
about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
December 9, 2009
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
Tone in Twenty
(A Development Stage Company)
Balance Sheets
August 31,
August 31, 2008
2009 (Restated)
---------- ----------
ASSETS
Current Assets
Cash and cash equivalents $ 2,013 $ 2,860
Funds held in escrow - -
---------- ----------
Total current assets 2,013 2,860
Other Assets
Prepaid expense 3,500 -
---------- ----------
Total other assets 3,500 -
---------- ----------
TOTAL ASSETS $ 5,513 $ 2,860
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 336 $ 2,941
Accrued liability - 2,357
---------- ----------
Total current liabilities 336 5,298
---------- ----------
Stockholders' Equity (Deficit)
Convertible Preferred stock, $0.001 par value,
5,000,000 shares authorized, 83,333 shares
issued and outstanding as of 8/31/09 and
8/31/08, respectively (1) 83 83
Common stock, $0.001 par value, 195,000,000
shares authorized, 437,500 shares
issued and outstanding as of 8/31/09 and
8/31/08, respectively 438 438
Additional Paid-in Capital 1,027,349 1,010,858
Deficit accumulated during
development stage (1,022,693) (1,013,817)
---------- ----------
Total stockholders' equity (deficit) 5,177 (2,438)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)$ 5,513 $ 2,860
========== ==========
(1) Please see Note 6 Stockholders' Equity, Preferred Stock section for
information regarding the conversion feature of the preferred stock.
The accompanying notes are an integral part of these financial statements.
F-2
Tone in Twenty
Statements of Operations
(A Development Stage Company)
For the year August 4, 2006
For the year ending (Inception) to
ending August 31, August 31,
August 31, 2008 2009
2009 (Restated) (Restated)
------------ ------------ --------------
REVENUE $ - $ - $ 7,979
EXPENSES
Advertising - 4,166 5,389
Audit fees 7,000 7,500 15,500
General & administrative 4,233 5,261 12,211
------------ ------------ --------------
Total expenses 11,233 16,927 33,100
------------ ------------ --------------
Net (loss) from operations (11,233) (16,927) (25,121)
OTHER INCOME/EXPENSES
Extraordinary gain 2,357 - 2,357
Beneficial conversion feature - - (994,929)
Disposition of fixed asset - (5,000) (5,000)
------------ ------------ --------------
Total other income/expenses 2,357 (5,000) (997,572)
Provision for income taxes - - -
------------ ------------ --------------
NET (LOSS) $ (8,876) $ (21,927) $ (1,022,693)
============ ============ ==============
(LOSS) PER SHARE - BASIC (1) $ (0.02) $ (0.05)
============ ============
(LOSS) PER SHARE - FULLY
DILUTED (1) $ (0.02) $ (0.05)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILUTED 437,500 437,500
============ ============
(1) In-the-money options or warrants are not included in the diluted EPS
computations because there is a loss from continuing operations in the
periods being reported, and to include them would be antidilutive.
The accompanying notes are an integral part of these financial statements.
F-3
Tone in Twenty
Statements of Stockholders' Equity
(A Development Stage Company)
(Restated)
Convertible Deficit
Preferred Common Accumulated
Stock Stock Additional During the Total
-------------- ------------------ Paid-In Exploration Stockholders'
Shares Amount Shares Amount Capital Stage Equity
------- ------ ---------- ------- ---------- ------------ -------------
August 2006
Founders
shares
for
cash at
$0.006
per share $ 366,667 $ 367 $ 1,833 $ - $ 2,200
Net (loss)
year ended
8/31/06 (1,000) (1,000)
------- ------ ---------- ------- ---------- ------------ -------------
Balance,
8/31/06 - - 366,667 367 1,833 (1,000) 1,200
February 2007
Preferred
shares
issued for
cash at
$0.12 per
share 83,333 83 9,917 10,000
Beneficial
conversion
feature on
preferred
stock 994,929 994,929
Deemed interest
on beneficial
conversion
feature (994,929) (994,929)
March 2007
Common shares
issued
pursuant
to 505
offering
at $0.06
per share 70,833 71 4,179 4,250
F-4
Tone in Twenty
Statements of Stockholders' Equity (Continued)
(A Development Stage Company)
(Restated)
Convertible Deficit
Preferred Common Accumulated
Stock Stock Additional During the Total
-------------- ------------------ Paid-In Exploration Stockholders'
Shares Amount Shares Amount Capital Stage Equity
------- ------ ---------- ------- ---------- ------------ -------------
Net income
year ended
8/31/07 4,039 4,039
------- ------ ---------- ------- ---------- ------------ -------------
Balance,
8/31/07 83,333 83 437,500 438 1,010,858 (991,890) 19,489
Net (loss)
year ended
8/31/08 (21,927) (21,927)
------- ------ ---------- ------- ---------- ------------ -------------
Balance,
8/31/08
(Restated)
83,333 83 437,500 438 1,010,858 (1,013,817) (2,438)
September 2008
Contributed
capital 2,559 2,559
January 2009
Contributed
capital 6,632 6,632
February 2009
Contributed
capital 6,300 6,300
July 2009
Contributed
capital 1,000 1,000
Net (loss)
year ended
8/31/09 (8,876) (8,876)
------- ------ ---------- ------- ---------- ------------ -------------
Balance,
8/31/09 83,333 $ 83 437,500 $ 438 $1,027,349 $(1,022,693) $ 5,177
======= ====== ========== ======= ========== ============ =============
The accompanying notes are an integral part of these financial statements.
F-5
Tone in Twenty
Statements of Cash Flows
(A Development Stage Company)
For the year August 4, 2006
For the year ending (Inception) to
ending August 31, August 31,
August 31, 2008 2009
2009 (Restated) (Restated)
------------ ------------ --------------
OPERATING ACTIVITIES
NET (LOSS) $ (8,876) $ (21,927) $ (1,022,693)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating
activities:
Increase(decrease) in:
Accounts payable (2,605) 3,941 336
Accrued liability (2,357) 2,357 -
(Increase)decrease in:
Prepaid expense (3,500) - (3,500)
------------ ------------ --------------
Net cash (used in)
operating activities (17,338) (15,629) (1,025,857)
INVESTING ACTIVITIES
Purchase of fixed assets - - (5,000)
Disposition of fixed assets - 5,000 5,000
------------ ------------ --------------
Net cash provided by
investing activities - 5,000 -
FINANCING ACTIVITIES
Issuances of common stock - - 6,450
Issuances of preferred stock - - 10,000
Contributed capital 16,491 - 16,491
Beneficial Conversion of
preferred stock - - 994,929
------------ ------------ --------------
Net cash provided by financing
activities 16,491 - 1,027,870
------------ ------------ --------------
NET CHANGE IN CASH (847) (10,629) 2,013
CASH AND CASH EQUIVALENTS -
BEGINNING 2,860 13,489 -
------------ ------------ --------------
CASH AND CASH EQUIVALENTS -
ENDING $ 2,013 $ 2,860 $ 2,013
============ ============ ==============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
F-6
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Tone in Twenty (the "Company") was incorporated under the laws of the state
of Nevada on August 4, 2006. The Company was organized to conduct any lawful
business. The Company plans to offer personalized physical fitness training
through its iso-toning program.
The Company has been in the development stage since inception and has had
limited operations to date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company had $5,513 in assets and liabilities of $336 as of August 31,
2009, as compared to assets of $2,860 and liabilities of $5,298 as of
August 31, 2008. The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is
the basic weighted number of shares adjusted as of the first of the year for
any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the period presented.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
F-7
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES-CONTINUED
Year end
--------
The Company's fiscal year-end is August 31.
Advertising
-----------
Advertising costs are expensed when incurred. For the years ended August 31,
2009 and 2008, and since inception on August 4, 2006 through the year ended
August 31, 2009, the Company has incurred advertising expenses of $0, $4,166
and $5,389, respectively.
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 and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3 - LEGAL PROCEEDINGS AND DISPOSITION OF ASSETS
On September 11, 2008, a former officer filed a complaint with the State
of Nevada Department of Business and Industry, Office of the Labor
Commissioner. The claim alleged unpaid wages and commissions owed to the
former officer in the amount of $7,357, which were allegedly earned during
the period from April 1, 2007 to July 30, 2007. In the year ended August 31,
2008, the company recognized a disposition of equipment expense for $5,000,
as well as an accrued liability of $2,357 to fully recognize the potential
adverse effects, should the Department of Labor have decided to pursue this
matter. The Company has been informed by the Office of the Labor
Commissioner that it cannot find wrongdoing by the Company, that insufficient
evidence exists to support the complaint, and that the complaint will not be
further pursued by the Department of Business and Industry, State of Nevada,
and therefore the Company recognized an extraordinary income of $2,357 for
the year ended August 31, 2009. As of August 31, 2009, the isometric
exercise equipment, or fixed assets, were not in the Company's possession,
as they are in possession of a former officer and there is no assurance it
will be returned to the Company.
F-8
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 4. GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. Since inception on
August 4, 2006 through August 31, 2009 and 2008, the Company recognized an
accumulated operating deficit of approximately $1,022,693 and $1,013,817,
respectively. The Company's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company. Amounts raised will be used for further
development of the Company's products, to provide financing for marketing
and promotion, to secure additional property and equipment, and for other
working capital purposes. While the Company is devoting its best efforts to
achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
NOTE 5. STOCKHOLDERS'EQUITY
The Company is authorized to issue 195,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On June 25, 2009, the Company initiated a six-for-one reverse stock split
for its issued and outstanding common and preferred stock. This reverse
stock split had no effect on the authorized number of common shares or
preferred shares, and did not affect the par value of the stock. The
financial statements reflect the reverse stock split on a retroactive basis.
Common Stock
------------
On August 4, 2006 (inception), the Company issued 366,667 shares of its
common stock at approximately $0.006 per share to its founder for $2,200.
On March 31, 2007 the Company issued 70,833 shares of its $0.001 par value
common stock at approximately $0.06 per share to approximately 30
shareholders for $4,250 pursuant to a Regulation 505 offering.
F-9
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 5. STOCKHOLDERS'EQUITY (Continued)
Convertible Preferred Stock
---------------------------
In February, 2007, the Company issued 83,333 shares of its $0.001 par value
preferred stock at approximately $0.12 per share to one non-affiliated
shareholder for $10,000. These preferred shares can be converted to
16,666,600 common shares on the preferred shareholder's demand.
On February 23, 2007, the Company filed a Certificate of Amendment with the
Nevada Secretary of State that states: "Series A Preferred shares shall be
designated as "Callable and Convertible Preferred Stock". The corporation
has the right to call for and purchase these shares at any time, within
twelve months of issue, either at par value or at a slight premium above par
value, or if corporation should designate that these shares are deemed not
callable, the holders of these non-voting Series A Preferred Shares shall have
the right to cause the corporation to redeem shares for Common Stock at any
time. Each holder of the non-voting Series A Callable and Convertible
Preferred Stock shall have the right to convert all or any portion of such
shares as such holder desires to convert, into shares of the Common Stock of
the corporation, as follows: each share of Series A Convertible Preferred
Stock can be exchanged for two hundred (200) shares of Common Stock of the
corporation."
The convertible feature of the preferred stock was calculated on the
difference between the original offering price $0.01 per share in the
Company's Registration Statement, and price in which the preferred stock was
purchased, $0.001. Such feature is normally characterized as a "Beneficial
Conversion Feature" ("BCF"). Pursuant to EITF Issue No. 98-5,"Accounting for
Convertible Securities With Beneficial Conversion Features or Contingently
Adjustable Conversion Ratio" and EITF No. 00-27, "Application of EITF Issue
No. 98-5 to Certain Convertible Instruments," the estimated fair value of the
BCF is recorded in the consolidated financial statements.
There were no other issuances of common or preferred stock or equivalents
since August 4, 2006 (inception) through August 31, 2008. The Company has
not issued any options or warrants or similar securities since inception.
NOTE 6. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
F-10
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 7. REVENUE AND EXPENSES
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services." Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and the customer(s); 2) services have been
rendered; 3) the price to the customer is fixed or determinable; and 4)
collectibility is reasonably assured. For the period from August 4, 2006
(inception) to August 31, 2009, the Company has recognized revenues of
$7,979. The Company has recognized no revenues for the years ended
August 31, 2009 and 2008, respectively.
NOTE 8. PROVISION FOR INCOME TAXES
The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be
settled or realized.
Due to the Company's net loss, there was no provision for income taxes.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
-------
Total -%
NOTE 9. OPERATING LEASES AND OTHER COMMITMENTS
The Company also has no lease obligations or employment agreements.
F-11
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 10. EARNINGS PER SHARE
Historical earnings per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents (16,666,600 common shares) are antidilutive
for periods in which a loss is incurred, therefore they are not included below.
Calculation of earnings(loss) per share is as follows:
August 31, 2009 August 31, 2008
--------------- ---------------
Net loss (numerator) $ (8,876) $ (21,927)
=============== ===============
Weighted Average Common Shares Outstanding 437,500 437,500
=============== ===============
Basic Loss per Share $ (0.02) $ (0.05)
=============== ===============
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS
June 2009, the FASB issued FASB No. 166, "Accounting for Transfers of
Financial Assets-an amendment of FASB Statement No. 140" ("FASB 166").
The provisions of FASB 166, in part, amend the derecognition guidance
in FASB Statement No. 140, eliminate the exemption from consolidation
for qualifying special-purpose entities and require additional
disclosures. FASB 166 is effective for financial asset transfers
occurring after the beginning of an entity's first fiscal year that
begins after November 15, 2009. The Company does not expect the
provisions of FASB 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
F-12
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In June 2009, the FASB issued FASB No. 167, "Amendments to FASB
Interpretation No. 46(R) ("FASB 167"). FASB 167 amends the
consolidation guidance applicable to variable interest entities. The
rovisions of FASB 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). FASB 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. FASB 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of FASB 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued FASB No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("FASB
No. 168"). Under FASB No. 168 the "FASB Accounting Standards
Codification" ("Codification") will become the source of authoritative
U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC")
under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. FASB No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will
supersede all then-existing non-SEC accounting and reporting standards.
All other non-grandfathered non-SEC accounting literature not included
in the Codification will become non-authoritative. FASB No. 168 is
effective for the Company's interim quarterly period beginning July 1,
2009. The Company does not expect the adoption of FASB No. 168 to have
an impact on the financial statements.
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations, and Statement of Financial Accounting
F-13
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
Standards No. 160, Non-controlling Interests in Consolidated Financial
Statements. The statements in staff accounting bulletins are not rules
or interpretations of the Commission, nor are they published as bearing
the Commission's official approval. They represent interpretations and
practices followed by the Division of Corporation Finance and the
Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends
FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB
Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting
periods. This FSP shall be effective for interim reporting periods
ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments. This
FSP amends the other-than-temporary impairment guidance in U.S. GAAP
for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements.
The FSP does not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. The
FSP shall be effective for interim and annual reporting periods ending
after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That
Arise from Contingencies, to address some of the application issues
under FASB 141(R). The FSP deals with the initial recognition and
measurement of an asset acquired or a liability assumed in a business
combination that arises from a contingency provided the asset or
liability's fair value on the date of acquisition can be determined.
When the fair value can-not be determined, the FSP requires using the
guidance under FASB No. 5, Accounting for Contingencies, and FASB
F-14
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a
Loss. This FSP was effective for assets or liabilities arising from
contingencies in business combinations for which the acquisition date
is on or after January 1, 2009. The adoption of this FSP has not had a
material impact on our financial position, results of operations, or
cash flows during the years ended August 31, 2009 and 2008.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not
Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on
estimating fair value when market activity has decreased and on
identifying transactions that are not orderly. Additionally, entities
are required to disclose in interim and annual periods the inputs and
valuation techniques used to measure fair value. This FSP is effective
for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material
impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the
Fair Value of a Financial Asset When the Market for That Asset is Not
Active," ("FSP FAS 157-3"), which clarifies application of FASB 157 in
a market that is not active. FSP FAS 157-3 was effective upon
issuance, including prior periods for which financial statements have
not been issued. The adoption of FSP FAS 157-3 had no impact on the
Company's results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities." This
disclosure-only FSP improves the transparency of transfers of financial
assets and an enterprise's involvement with variable interest entities,
including qualifying special-purpose entities. This FSP is effective
for the first reporting period (interim or annual) ending after
December 15, 2008, with earlier application encouraged. The Company
adopted this FSP effective January 1, 2009. The adoption of the FSP
had no impact on the Company's results of operations, financial
condition or cash flows.
F-15
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-
1"). FSP FAS 132(R)-1 requires additional fair value disclosures about
employers' pension and postretirement benefit plan assets consistent
with guidance contained in FASB 157. Specifically, employers will be
required to disclose information about how investment allocation
decisions are made, the fair value of each major category of plan
assets and information about the inputs and valuation techniques used
to develop the fair value measurements of plan assets. This FSP is
effective for fiscal years ending after December 15, 2009. The Company
does not expect the adoption of FSP FAS 132(R)-1 will have a material
impact on its financial condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of FASB No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," and FASB Interpretation 46 (revised
December 2003), "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51," as well as other modifications. While
the proposed revised pronouncements have not been finalized and the
proposals are subject to further public comment, the Company
anticipates the changes will not have a significant impact on the
Company's financial statements. The changes would be effective
March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP
EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited. We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have material effect on our consolidated financial
position and results of operations if adopted.
F-16
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In May 2008, the Financial Accounting Standards Board ("FASB") issued
FASB No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". FASB No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. FASB No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. FASB No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
FASB No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". FASB No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. FASB No. 162 will become effective 60 days after
the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. FASB No. 162 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued FASB No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of FASB No. 161, but
does not expect it to have a material impact on its consolidated
financial position, results of operations or cash flows.
NOTE 12 - CONCENTRATION OF CREDIT RISK
Cash Balances
The Company maintains its cash in various financial institutions in the
United States. Balances maintained are insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances
up to $100,000 through October 13, 2008. As of October 14, 2008 all
non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009. All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2013.
F-17
Tone in Twenty
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 and August 31, 2008
NOTE 13 - RESTATEMENT
The Company has restated its financial statements as of and for the year
ended August 31, 2008 to reflect a correction to the amount of accounts
payable. This restatement resulted in an additional expense of $1,059 being
recorded in 2008. Additionally, restatement was made to the total assets to
reflect a correction to the amount of funds held in escrow, which was $0
instead of $2,559. The Company's summarized financial statements comparing
the restated financial statements to those originally filed are as follows:
Year Ended
August 31, 2008
Original Restated Change
---------- ---------- ----------
BALANCE SHEET
Total Assets $ 5,419 $ 2,860 $ (2,559)
========== ========== ==========
Total Liabilities and Stockholders'
Equity (Deficit) $ 5,419 $ 2,860 $ (2,559)
========== ========== ==========
STATEMENT OF CASH FLOWS
Operating Activities $ (13,070) $ (15,629) $ (2,559)
Investing Activities 5,000 5,000 -
Financing Activities - - -
Comprehensive Loss (8,070) (10,629) (2,559)
Cash Ending $ 5,419 $ 2,860 $ (2,559)
========== ========== ==========
NOTE 14 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through December 4, 2009,
the date which the financial statements were available to be issued.
F-18
[BACK COVER PAGE OF PROSPECTUS]
TONE IN TWENTY
16,737,500 Shares of
Common Stock
PROSPECTUS
DEALER PROSPECTUS DELIVERY OBLIGATION
-------------------------------------
UNTIL APRIL 12, 2010, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.