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| AMWI.PK > SEC Filings for AMWI.PK > Form 8-K/A on 27-Jan-2012 | All Recent SEC Filings |
27-Jan-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or Dis
On September 6, 2011, Amwest Imaging Incorporated completed the transactions contemplated by the Share Exchange Agreement of September 6, 2011, by and amount Amwest Imaging and the shareholders of Instant Website Technology, Inc. Accordingly, Amwest acquired all of the issued and outstanding shares of Instant Website Technology, Inc., in exchange for the issuance in the
aggregate of 6,060,000 shares of our common stock. As a result of the Share Exchange Agreement, Instant Website Technology, Inc. became our wholly-owned subsidiary.
Instant Website Technology, Inc.'s primary business is providing relationship building tools and processes that help any business cultivate profitable relationships with customers, all through web-based solutions.
These web based solutions were created by us specifically for businesses in need of a website and related online marketing tools. The primary component of this web based solution, an on-demand fold out turn-key website for immediate use.
The websites designed are highly advanced, niche creations that exceed the needs of small businesses in the target market. All of the websites developed are custom made from the design to the coding used.
Amwest derives our revenues by charging a basic monthly fee of $49.99 for anyone wanting to build, develop and maintain a website. Following the website creation, design, and listing online, the client can utilize additional online tools to develop a marketing plan for its customer base implementing SMS technology ("texting") and email marketing to address today's social networking environment.
It is our goal to provide a high end turnkey solution to any businesses web presence that both increases the quality of the website as well as vastly reduce the cost by eliminating the need for a dedicated web designer.
The client can properly train their staff to maintain and grow the website as needed. Ultimately what we are doing is providing a high quality solution that will eliminate unknown costs to the small business and empower them to maintain an online web presence.
On September 6, 2011, Amwest Imaging Incorporated acquired all of the issued and outstanding shares of Instant Website Technology, Inc., thereby making Instant Website Technology, Inc. a wholly-owned subsidiary of Amwest Imaging Incorporated.
The information required by Item 2.01(f), not otherwise contain herein, is disclosed in Item 8.01 below.
The following summarizes certain key financial information from inception to the period ended June 30, 2011:
OVERVIEW
Instant Website Technology, Inc. ("ITWI" or the "Company") was incorporated in the State of Nevada on January 14, 2010 and commenced business on July 26, 2010. ITWI's primary business is providing relationship building tools and processes that help any business cultivate profitable relationships with customers, all through web based solutions. ITWI provides internet marketing through turnkey solutions, primarily through its website: MyRestaurantWeb.com. MyRestaurantWeb.com strives to provide powerful web presence technology to businesses that rely on customer communication and interactivity with their web properties.
FINANCIAL PERFORMANCE HIGHLIGHTS
The following summarizes certain key financial information for the inception period ended June 30, 2011:
* REVENUES: Our revenues were $489,140 for the inception period ended June 30, 2011.
Our primary source of revenue was derived from our offering of website marketing, on a monthly subscription basis. The Company derives its revenue by charging a basic monthly fee of $49.99 for anyone wanting to build, develop and maintain a website. Following the website creation, design, and listing online, the client can utilize additional online tools to develop a marketing plan for its customer base implementing SMS technology ("texting") and email marketing which is a must-have in today's social networking environment. We charge our customers on a monthly service program. Our program is designed to help our customers marketing efforts through website technology developed. We do not pre-bill our customers on annual or other basis, instead we bill on monthly basis, through credit card or direct payments, for the purpose of limiting our liabilities. We have considered annual payment programs to help cash flows; however that policy has not been instituted. We derived $35,940 from these recurring customers.
During the year we sold our program platform to two unrelated industries, in the aggregate of $453,200. These sales were to unrelated parties in unrelated industries. These sales had no modification requirement or post service contract requirements. These amounts were collected, as the sale was final. We do not anticipate that this will be a recurring source of revenue, but may consider similar offers as they are presented.
* OPERATING EXPENSES: We have no information for the purpose of comparison. Our general and administrative expenses were incurred for our initial infrastructure and organization, consisting primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees and other expenses incurred in connection with general operations. The general and administrative expenses were $122,339 for the inception period ended June 30, 2011. We incurred costs for our product development in the amount of $288,984. These costs were incurred in the betterment of our turn-key process, after the initial software development and after the marketing our product, therefore expensing the costs incurred. We do anticipate that there will be ongoing development, as
we add additional offerings and as technology advances. Professional expenses, in the amount of $70,771 were related to management consultant and legal, related to our sales contracts and public efforts, including costs involved with the reverse merger.
. . .
Effective as of September 6, 2011, pursuant to the terms of the Share Exchange Agreement described in Items 1.01, 2.01 and 5.01, we issued 6,060,000 shares of our common stock to the sole shareholder of Instant Website Technology, Inc., in exchange for all of the issued and outstanding capital stock of Instant Website Technology, Inc.
The shares of common stock issued under the Share Exchange Agreement were not registered under the Securities Act, and bear restrictive legends that reflect this status. The securities were issued in a private placement in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. We did not engage in any general solicitation or advertisement for the issuance of these securities.
In connection with this issuance, Jason Gerteisen represented that the securities that he was acquiring cannot be resold except pursuant to a effective registration under the Securities Act or in reliance on an exemption from the registration requirements of the Securities Act, and that the certificates representing such securities bear a restrictive legend to that effect and he intends to acquire the securities for investment only and not with a view to the resale thereof.
We have had no disagreements with our accountants on accounting and financial disclosures.
On June 6, 2011, we dismissed Seale and Beers, CPAs, our independent registered public accounting firm. On the same date, June 6, 2011, the accounting firm of Peter Messineo, CPA was engaged as our new independent registered public accounting firm. None of the reports of Seale and Bees, CPAs on our financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form S-1 from inception period April 7, 2010 to audit dated April 30, 2010 a going concern qualification in our audited financial statements.
During our two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale and Beers, CPAs whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers, CPA's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
We filed a Current Report on Form 8-K to reflect the change in auditors.
On August 29, 2011, as part of the transaction contemplated by the Share Exchange Agreement, we received the resignation of Patrick Moore as the Company's President, Secretary, and Treasurer. Concurrently on August 29, 2011, our Board of Directors elected Mr. Jason Gerteisen to fill a vacancy on the Board of Directors and he was also appointed President, Secretary and Treasurer. Thereafter, Patrick Moore resigned leaving Jason Gerteisen as the sole director of Amwest.
We know of no arrangements which may result in a change in control of Amwest. No officer, director, promoter, or affiliate of Amwest has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired by us through security holdings, contracts, options, or otherwise.
The information required by Item 5.01(a)(8), not otherwise contained herein, is disclosed in Item 8.01 below.
GENERALLY
On August 29, 2011, as part of the transaction contemplated by the Share Exchange Agreement, we received the resignation of Patrick Moore as the Company's President, Secretary, and Treasurer. Concurrently on August 29, 2011, our Board of Directors elected Mr. Jason Gerteisen to fill a vacancy on the Board of Directors and he was also appointed President, Secretary and Treasurer. Thereafter, Patrick Moore resigned leaving Jason Gerteisen as the sole director of Amwest.
Our sole officer and director may be deemed a parent and promoter of Amwest as those terms are defined by the Securities Act.
Our by-laws provide that all directors hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Our officers serve at the will of the Board of Directors.
There are no agreements or understandings for any officer or director of the Company to resign at the request of another person and none of the officers or directors is acting on behalf of or will act at the direction of any other person.
BACKGROUND INFORMATION
The following is information about our sole officer and director:
Mr. Gerteisen, of Evansville, Indiana, is a successful leader in sales and management, with a focus on technology and web-based businesses.
As the Campaign Manager for Jim Tomes for Senate in Indiana, he designed and ran campaign that resulted in a huge win for the republican candidate of a seat that had been held by democrats for over 15 years. While studying Global Business Management at the University of Phoenix, he managed many quality and successful projects as a Project Manager of companies in the construction industry.
Jason Gerteisen continued to develop his skills in web design and internet marketing. Utilizing these skills, he helped to create and market several successful websites.
As the former CEO of his own tech support company, Jason Gerteisen has guided the way for others in his industry utilizing social marketing tools, web design, and internet marketing to help create a global network of clients and business builders.
COMPENSATION
Jason Gerteisen, our sole director and executive officer currently receives no compensation for his services as a director. Jason Gerteisen is paid a monthly salary as our executive officer of $2,500. As of August 29, 2011, we agreed to pay to Jason Gerteisen, 1,000,000 shares of common stock. These shares of stock were issued pursuant to Rule 144 and Jason Gerteisen will not able to sell the shares until (1) we have ceased to be a "shell company; (2) we are subject to Section 13 or 15(d) of the Exchange Act and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and (3) a period of at least twelve months has elapsed from the date "Form 10 information" has been filed with the Commission reflecting the company's status as a non-"shell company." He will be required to comply with all of the requirements of Rule 144, if applicable, and he will be subject to the Securities Act and the rules and regulations promulgated thereunder.
We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our directors, officers and/or employees.
We are providing below the additional information to that reported above that would have been be included in a Form 10 as if were to file a Form 10. Please note that the information provided below relates to the current operations acquired thorough the closing of the Share Exchange Agreement referred to in Item 1.01 and Item 2.01 above.
As a result of the closing of the Share Exchange Agreement referred to in Item 1.01 and Item 2.01, we are in the process of establishing ourselves as a web site design, e-commerce and mobile platform development and maintenance company.
We intend to promote our business utilizing personal contacts by us and by various search engines and to purchase high result web placements by using our analytics to develop competitive bids to maximize referrals to the company (pay for click business model). Once the referral is directed to our company, the referral will see that our web site design, e-commerece and mobile platform development is competitively priced. We currently own various templates and programs developed by Jason Gerteisen that we believe will give us a competitive edge for the business owner looking for an Internet - web presence.
The information set forth herein is only a summary of our business plans.
Prior to investing in our shares, a prospective investor should consider carefully the following risks and highly speculative factors that may affect our business. Any prospective investors should carefully consider, among other factors, the following:
1. THE SUCCESS OF OUR BUSINESS DEPENDS ON CONTINUED GROWTH OF THE INTERNET AS A BUSINESS TOOL FOR SMALL AND MEDIUM-SIZED BUSINESSES.
Expansion in the sales of our web services and products will depend on the continued acceptance of the Internet as a communications and commerce platform for small and medium-sized businesses. The use of the Internet as a business tool could be adversely affected by delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. The performance of the Internet and its acceptance as a business tool have been harmed in the past by viruses, worms, and similar malicious programs, and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the Internet does not remain a widespread communications medium and commercial platform or businesses do not continue to become Internet enabled and maintain an online presence, the demand for our services and products would be significantly reduced, thereby significantly affecting our sales and the success of our business.
2. IF ECONOMIC OR OTHER FACTORS NEGATIVELY AFFECT THE SMALL AND MEDIUM-SIZED
BUSINESS SECTORS, OUR CUSTOMERS MAY BECOME UNWILLING OR UNABLE TO PURCHASE OUR
WEB SERVICES AND PRODUCTS, WHICH MAY CAUSE OUR REVENUE TO DECLINE AND IMPAIR OUR
ABILITY TO OPERATE PROFITABLY.
Our existing and target customers are small and medium-sized businesses. These businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to develop their Internet presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline.
3. OUR OPERATING RESULTS ARE DIFFICULT TO PREDICT AND FLUCTUATIONS IN OUR PERFORMANCE MAY RESULT IN VOLATILITY IN THE MARKET PRICE OF OUR COMMON STOCK.
Due to our limited operating history, our evolving business model, and the unpredictability of our emerging industry, our operating results are difficult to predict. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as:
our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers' requirements;
the renewal rates for our services;
changes in our pricing policies;
the introduction of new services and products by us or our competitors;
our ability to hire, train and retain members of our sales force;
the rate of expansion and effectiveness of our sales force;
technical difficulties or interruptions in our services;
general economic conditions;
additional investment in our services or operations; and
our success in maintaining and adding strategic marketing relationships.
4. WE FACE INTENSE AND GROWING COMPETITION. IF WE ARE UNABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS WILL BE SERIOUSLY HARMED.
The market for our web services and products is competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. We encounter competition from a wide variety of company types, including:
web site design and development service and software companies;
Internet service providers and application service providers;
Internet search engine providers;
Local business directory providers; and
web site domain name providers and hosting companies.
In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from other established and emerging companies. Increased competition may result in price reductions, reduced gross margins, and loss of market share, any one of which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants.
Moreover, many of our current competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, and greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may be able to devote greater resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than anticipated, or even decline, and our business could be significantly harmed.
5. OUR FAILURE TO ESTABLISH BRAND AWARENESS TO EITHER AMWEST OR INSTANT WEBSITE TECHNOLOGY, INC., WITHIN A SHORT PERIOD OF TIME COULD COMPROMISE OUR ABILITY TO COMPETE AND TO GROW OUR BUSINESS.
As a result of the anticipated increase in competition in our market, and the likelihood that some of this competition will come from companies with established brands, we believe brand name recognition and reputation will become increasingly important. Our planned strategy which includes relying significantly on third-party strategic marketing relationships to find new customers may impede our ability to build brand awareness, as our customers may mistakenly believe our web services and products will be those of the parties . . .
INSTANT WEBSITE TECHNOLOGY, INC.
Financial Statements
For the Years Ended June 30, 2011 and 2010
Page
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Financial Statements:
Report of Independent Registered Public Accounting Firm 22
Balance Sheet 23
Statement of Operations 24
Statement of Changes in Stockholders' Equity 25
Statement of Cash Flows 26
Notes to Audited Financial Statements 27
21
[LOGO] PETER MESSINEO
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To the Board of Directors and Shareholders:
Instant Website Technology, Inc.
Bradenton, Florida
I have audited the balance sheets of Instant Website Technology, Inc. as of June 30, 2011 and 2010 and the related statement of operations, changes in stockholder's equity, and cash flows for the year ended June 30, 2011 and the period January 14, 2010 (date of inception) through June 30, 2010. These financial statements are the responsibility of the Company's management. My responsibility was to express an opinion on these financial statements based on my audits.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Instant Website Technology, Inc. as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the year ended June 30, 2011 and for the period January 14, 2010 (date of inception) through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
November 16, 2011
Instant Website Technology, Inc.
Balance Sheets
June 30, June 30,
2011 2010
---------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 19,885 $ --
---------- ----------
TOTAL CURRENT ASSETS 19,885 --
---------- ----------
Property and equipment, net of accumulated
depreciation of $161 and $0, respectively 1,771 --
Intangible assets, net of accumulated
Amortization of $137,500 and $0, respectively 612,500 --
---------- ----------
TOTAL ASSETS $ 634,156 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ -- $ --
Loans from shareholder 10,046 --
---------- ----------
TOTAL CURRENT LIABILITIES 10,046 --
---------- ----------
TOTAL LIABILITIES 10,046 --
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STOCKHOLDERS' EQUITY
Common stock: 10,000,000 authorized; $0.001 par
value 21,060,043 and 0 shares issued and
outstanding, respectively 21,060 --
Additional paid in capital 768,940 --
Accumulated deficit (165,890) --
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 624,110 --
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 634,156 $ --
========== ==========
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See auditor's report and notes to the audited financial statements
Instant Website Technology, Inc.
Statements of Operation
For the Period
January 14, 2010
For the Year (date of inception)
Ended through
June 30, June 30,
2011 2010
. . .
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