UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] |
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended August 31, 2014 |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _________ to ________ |
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Commission file number: 333-178464 |
Skookum Safety Solutions Corp. |
(Exact name of registrant as specified in its charter) |
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Nevada |
05-0554762 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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E09 Calle Jacarandas, Urbanizacion Los Laureles, Escazu San Jose, Costa Rica |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number: (866)
279-7880 |
__________________________________________________
(Former name and former address, if changed
since last Report) |
Securities registered under Section 12(b) of the Exchange Act:
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Title of each class |
Name of each exchange on which registered |
none |
not applicable |
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Securities
registered under Section 12(g) of the Exchange Act:
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Title of class |
None |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer |
[ ] Accelerated filer |
[ ] Non-accelerated filer |
[X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. Not Available.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date. 2,300,000 shares as of November 25, 2014.
Item 1. Business
Company Overview
We were incorporated as “Skookum Safety Solutions Corp.”
(“Skookum”) on October 19, 2010, in the State of Nevada for the purpose of developing, manufacturing, and selling home
health products specifically for the treatment of symptoms associated with Gastroesophogeal Reflux Disease (GERD) and other maladies
in both children and adults.
Business of Company
We are engaged in the business of developing, manufacturing, and
selling blocks designed to elevate the head of a bed or crib specifically for the treatment of symptoms associated with certain
medical disorders in children and adults. These products will be marketed to the doctors who treat these disorders, as well as
the patients (and the parents of minor patients) who are afflicted by them. We are currently in the process of developing our product
design, seeking manufacturers, and planning marketing strategies. We have had discussions with product designers, manufacturers,
and marketing consultants regarding these activities, but we have not, however, entered into any oral or written agreement concerning
the designing, manufacturing, or marketing of our products as of the date of this Annual Report. When we are able to raise sufficient
capital and we are satisfied that our products will compete effectively in the Home Healthcare Industry, we will begin the manufacture
and distribution of the products online initially, and eventually through conventional retailers. Natalie M. Rydstrom is our president
and sole director. Our offices are located at E09 Calle Jacarandas, Urbanizacion Los Laureles, Escazu San Jose, Costa Rica.
Gastroesophageal Reflux Disease (GERD)
Gastroesophageal reflux disease, or GERD, is a digestive disorder
that affects the lower esophageal sphincter (LES) -- the muscle connecting the esophagus with the stomach. Gastroesophageal refers
to the stomach and esophagus. Reflux means to flow back or return. Therefore, gastroesophageal reflux is the return of the stomach's
contents back up into the esophagus.
In normal digestion, the LES opens to allow food to pass into the
stomach and closes to prevent food and acidic stomach juices from flowing back into the esophagus. Gastroesophageal reflux occurs
when the LES is weak or relaxes inappropriately, allowing the stomach's contents to flow up into the esophagus. The severity of
GERD depends on LES dysfunction as well as the type and amount of fluid brought up from the stomach and the neutralizing effect
of saliva. For support and further information on the preceding statements/paragraphs, please see http://emedicine.medscape.com/article/176595-overview.
Doctors recommend lifestyle and dietary changes for most people
needing treatment for GERD. Treatment aims at decreasing the amount of reflux or reducing damage to the lining of the esophagus
from refluxed materials. Avoiding foods and beverages that can weaken the LES is recommended. These foods include chocolate, peppermint,
fatty foods, coffee, and alcoholic beverages. Foods and beverages that can irritate a damaged esophageal lining, such as citrus
fruits and juices, tomato products, and pepper, should also be avoided.
Decreasing the size of portions at mealtime may also help control
symptoms. Eating meals at least 2 to 3 hours before bedtime may lessen reflux by allowing the acid in the stomach to decrease and
the stomach to empty partially. In addition, being overweight often worsens symptoms. Many overweight people find relief when they
lose weight.
Elevating the head of the bed on 6-inch blocks or sleeping on a
specially designed wedge reduces heartburn by allowing gravity to minimize reflux of stomach contents into the esophagus. For support
and further information on the preceding statements/paragraphs, please see http://emedicine.medscape.com/article/176595-treatment#a1156.
Pillows should not be used to prop up someone suffering from GERD because this will only increase pressure on the stomach. For
support and further information on the preceding statements, please see http://www.uptodate.com/contents/patient-information-acid-reflux-gastroesophageal-reflux-disease-in-adults.
Antacids taken regularly can neutralize acid in the esophagus and
stomach and stop heartburn. Many people find that nonprescription antacids provide temporary or partial relief. An antacid combined
with a foaming agent such as alginic acid helps some people. These compounds are believed to form a foam barrier on top of the
stomach that prevents acid reflux from occurring. For support and further information on the preceding statements, please see http://emedicine.medscape.com/article/176595-treatment#aw2aab6b6b3.
Elevating a Baby’s Head
Most babies sleep flat on their back without any problems. Doctors
and safety experts recommend keeping soft objects such as pillows and stuffed animals out of the crib to reduce the incidence of
SIDS. However, there are some medical conditions for which doctors recommend elevating a baby’s head while he sleeps. Among
these are GERD, ear infections, and congestion resulting from colds or respiratory disorders.
GERD
When a baby swallows milk, it glides past the back of the throat
into a muscular tube (the esophagus) and, from there, into the stomach. At the junction of the esophagus and the stomach is a ring
of muscles (lower esophageal sphincter) that opens to let the milk drop into the stomach and then tightens to prevent the milk
(and the stomach contents) from moving back up into the esophagus. If the stomach contents should happen to re-enter the esophagus,
this is called "reflux."
Infants are especially prone to reflux because their stomachs are
quite small (about the size of their fists or a golf ball), so they are easily distended by the milk. Additionally, the lower esophagus
valve may be immature and may not tighten up when it should.
Every baby spits up or vomits occasionally, and some do so quite
often, or even with every feeding. If, despite the spitting, a baby is content, in no discomfort, growing, and experiencing no
breathing problems from the vomiting, then she is what pediatricians call "a happy spitter," and no treatment is needed.
Typically, the lower esophagus valve tightens up sometime in the first year, usually around 4-5 months of age, at which time the
spitting up may go away.
Unlike happy spitters, babies are diagnosed with GERD if the vomiting
seems to be causing significant problems, such as:
- discomfort and pain (presumably heartburn due to the acid-filled stomach contents irritating
the esophagus);
- breathing problems of any kind (gagging, choking, coughing, wheezing, and, worst-case scenario,
pneumonia due to inhalation of the stomach contents into the lungs, called aspiration); or
- poor growth (due to the loss of necessary nutrition from vomiting).
For support and further information on the preceding statements/paragraphs,
please see http://www.webmd.com/heartburn-gerd/reflux-infants-children.
Congestion
Concerns about the safety of over-the-counter cold medicines for
children have left many parents searching for alternative remedies for children's cold and cough symptoms.
Popular over-the-counter cold and cough remedies for infants have
been withdrawn from the market after the FDA warned in January 2008 against giving those types of medicines to children younger
than 2 because of the possibility of serious harm or death.
While the FDA is considering whether to change the guidelines for
children ages 2 to 11, the Consumer Healthcare Products Association in October 2008 said they would voluntarily change the labels
on cough and cold medications to say they should not be used in children younger than 4. An FDA advisory panel made a similar recommendation
in October 2008, saying that nonprescription cold medicines should not be given to children ages 2 to 5.
Children get six to 10 colds a year on average, according to the
National Institutes of Health. Parents are constantly seeking a way to ease their symptoms. The nonprescription remedies include
antihistamines for runny noses, decongestants for stuffy noses, cough suppressants, and expectorants for loosening mucus to relieve
congestion.
Unfortunately, no home remedies or cold medicines will make a cold
go away faster; they usually run their course in seven to 10 days. At best, some medicines will relieve symptoms. But even that
is in question, says Sheela R. Geraghty, MD, an assistant professor of pediatrics at Cincinnati Children’s Hospital Medical
Center in Ohio. She recommends fluids, reducing fever to make a child comfortable, and keeping noses suctioned so babies can eat
comfortably.
The American Academy of Pediatrics, the FDA, Johns Hopkins Children’s
Center, Geraghty, Rachel Dodge, MD, MPH, a pediatrician with Johns Hopkins Children’s Center in Baltimore, and Joyce Allers,
RN, clinical program manager of the School Health Program at Children’s Healthcare of Atlanta indicated the suggestions below.
Saline nasal drops can help relieve congestion, especially in an
infant’s small nasal passages. Because babies breathe through their noses and not their mouths, breaking up nasal congestion
can make it easier to breathe, allowing a baby to nurse or drink from a bottle more comfortably.
Resting with the head elevated may make children feel more comfortable
by improving drainage. If you want to raise a baby’s head slightly, however, do not place any soft bedding or pillows in
the crib itself because of the risk of sudden infant death syndrome, Dodge cautions. They recommend placing a folded towel between
a mattress and box springs to elevate the head and chest. Choose a slight angle so a child doesn’t slide down the mattress.
A cool-mist humidifier or vaporizer in a child’s room can
add moisture to the air, helping ease breathing through dry, congested nasal passages. Some pediatricians and children’s
hospitals, as well as the AAP, recommend them. After each use, empty water from the machine. Make sure to follow manufacturer’s
instructions on keeping machines clean and disinfected. Do not use hot water in a vaporizer because of the risk of burns.
Geraghty advises against using a humidifier. Most aren’t cleaned
between each use, she says, resulting in mold and mildew spreading through the air in a child’s room, worsening their condition.
For support and further information on the preceding statements/paragraphs,
please see www.babycenter.ca/baby/health/commoncold/; http://www.nlm.nih.gov/medlineplus/ency/article/003049.htm; http://healthy-uandme.blogspot.com/2009_01_01_archive.html
Ear Infections
Dr. Benjamin Spock notes (in his article, Easing the Pain of Ear
Infections) that next to colds, middle-ear infections (called otitis media) are the most frequently cited reason for visits to
the doctor. Seventy-one percent of children have at least one incident by the age of 3, and 46 percent have at least three.
Typically, a middle-ear infection sets in after a cold has been
raging for at least two or three days. Normally, the middle-ear cavity produces small amounts of fluid that usually drains out
through the eustachian tube, which connects the middle ear to the back of the nose. When the eustachian tube becomes swollen because
of a cold, sinus infection, or allergy and stops functioning properly, fluid begins to accumulate.
When an infection strikes, Dr. Spock suggests several things parents
can do to soothe their child until they can see a doctor.
- Give acetaminophen or ibuprofen (never aspirin) for pain, but don't bother with cold medicines.
- To ease some of the pressure, keep the child's head elevated. If she's over 2 and no longer
sleeps in a crib, it's fine to use a pillow when she lies down. Babies can also be kept upright in a car seat. Once she's begun
to feel better, put her to sleep in her crib again. But never use a pillow with an infant.
- A warm, moist towel applied to the child's face near the ear can also help. With an older
child, you can use a heating pad, but be cautious: Put it on the lowest setting, wrap it in an additional towel or receiving blanket,
and keep it away from water. Never use a heating pad on a baby.
- If there is no discharge, alleviate the pain by using a dropper to put two to three drops
of room-temperature sesame or olive oil into the external ear canal. If there's pus, gently tuck a cotton ball into the external
ear.
- Swallowing opens the eustachian tube and drains the fluid from the middle ear, so you can
try having a child 4 or older chew sugarless gum. Have babies drink plenty of liquids. In fact, both of these may also help prevent
a cold from turning into an ear infection in the first place.
For support and further information on the preceding statements/paragraphs,
please see http://www.parenting.com/article/easing-the-pain-of-ear-infections?page=0,1.
Problems with Current Products
Sleep positioners are products designed to hold infants in position
as they sleep, generally on a soft wedge at an angle. In the last 13 years, the federal government has received 12 reports of babies
known to have died from suffocation associated with their sleep positioners. Most of the babies suffocated after rolling from the
side to the stomach.
In addition to the deaths, the commission has received dozens of
reports of babies who were placed on their back or side in the positioners only to be found later in hazardous positions within
or next to the product.
“We urge parents and caregivers to take our warning seriously
and stop using these sleep positioners so children can be assured of a safe sleep,” says Inez Tenenbaum, chairman of the
Consumer Product Safety Commission.
FDA pediatric expert Susan Cummins, M.D., M.P.H, says parents and
caregivers can create a safe sleep environment for babies if they leave the crib free of pillows, comforters, quilts, toys, and
other items.
Some manufacturers have advertised that their products prevent SIDS,
gastroesophageal reflux disease (GERD) or flat head syndrome, a deformation caused by pressure on one part of the skull. Although
in the past FDA has approved a number of these products for GERD or flat head syndrome, new information suggests the positioners
pose a risk of suffocation.
As a result, FDA is requiring makers of FDA-cleared sleep positioners
to submit data showing the products’ benefits outweigh the risks. FDA is also requesting that these manufacturers stop marketing
their devices while FDA reviews the data.
Infant sleep positioner manufacturers who are making medical claims
without FDA clearance must stop marketing those products immediately, agency experts say, adding there’s no evidence the
devices have benefits that outweigh the risk of suffocation.
Because of the increased risk of SIDS, the FDA has determined that
the risks of using sleep positioners to elevate a baby’s head outweigh the benefits discussed above. Thus a product that
elevates the head without risk to the baby is likely to find a receptive market.
For support and further information on the preceding statements/paragraphs,
please see http://www.fda.gov/ForConsumers/ConsumerUpdates/ucm227575.htm.
Our Products
Due to the incidence of both adult and childhood GERD, as well as
other childhood maladies that indicate an elevated head while sleeping, we feel that there will be significant demand for our products.
Consumers seeking non-surgical, non-pharmaceutical, cost-effective solutions to treat nighttime symptoms of GERD and other disorders
will find that our product meets their needs.
We are in the process of developing products for both the adult
and baby markets, which will elevate the heads of cribs, toddler beds, or standard adult beds. Our products will be blocks that
can stack to reach the desired height, so that consumers can raise the head of their bed a variable level to meet their specific
needs.
The crib block product will be called “Upsy Daisy,”
and will be 1.5 inches high, allowing parents to raise their child’s crib in increments of 1.5 inches. The adult bed products
will be called “Bed Blocks,” and will be 2 inches high, allowing adults to raise their beds in increments of 2 inches.
Figure 1
As shown in the diagram (Figure 1) above, our products are hard
plastic blocks with raised pegs that interlock with one another. Each block has an indentation in the top where a bed post or crib
leg can fit more securely than on a raised flat surface. By making the blocks 1.5 inches high for children and 2 inches high for
adults, we allow consumers to experiment and determine the amount of elevation that meets their needs.
Competition
We compete with a number of established manufacturers who sell products
designed to elevate the head of children or adults suffering from GERD and other disorders. Those who have products designed to
go in the crib with a baby have been contraindicated by the United States FDA, reducing their competitive effectiveness. However,
there are companies that already manufacture products designed to raise the head of a crib or bed externally. These companies enjoy
brand recognition which exceeds that of our brand name. We compete with several manufacturers, importers, and distributors who
have significantly greater financial, distribution, advertising, and marketing resources than we do, including:
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Crib Blox are a product developed and manufactured by British company Prince Lionheart, which was established in 1973. They currently have a manufacturing facility in Santa Maria, California, which improves their ability to access the North American market. They currently offer products in the United States, Canada, England, Belgium, France, Australia, Germany, Holland, Ireland, Italy, Luxembourg, South Korea, Spain, China, Mexico, Peru, Brazil, and Japan. Crib Blox are designed to rest under the legs of a crib in order to elevate a baby’s head approximately 2 inches. They are not stackable, so parents have few options if they wish to raise the head of the crib further than 2 inches. Cribblox does not make any products for adults. |
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Dex Products is a California company that specializes in developing and manufacturing baby products. They have been doing so since 2000, and they currently manufacture and sell the Safe Lift Universal Crib Wedge, which gently elevates baby’s head and torso. It fits all cribs and toddler beds, and positions easily and securely under the sheet. The product is easy to clean, has a waterproof cover, and non skid bottom. However, this product may fall into the category of products that received SIDS warnings by the FDA because it is soft and goes in the crib with the baby. |
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Sleighters Furniture and Sleep Shop has been manufacturing and selling sleep-related products since 1945. They have developed the Beds Up Insert, a metal mattress frame add-on that attaches to your standard bed frame, creating an angled wedge our of the bed frame. This physically stable solution allows consumers to safely elevate their head for sleep. They advertise the product as night time relief for a variety of ailments such as Acid Reflux, Asthma, Emphysema GERD, Heart burn, Hiatal Hernia, Snoring, Sinus problems and Vertigo. Consumers have the option to raise their mattress head by 2”, 4”, or 6”. However, Sleighters does not make a product for children or babies. The Beds Up Insert is significantly more expensive than our products. |
We compete primarily on the basis of quality, brand name recognition,
and price. We believe that our success will depend upon our ability to remain competitive in our product areas. The failure to
compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a
material adverse effect on our business.
Intellectual Property
Once we determine the final design for our products, we intend to
file for a patent on their unique designs. We will file for patent pending status as we design and develop designs for our products.
We will apply for patent protection and/or copyright protection in the United States, Canada, and other jurisdictions.
We intend to aggressively assert our rights under trade secret,
unfair competition, trademark and copyright laws to protect our intellectual property, including product design, proprietary manufacturing
processes and technologies, product research and concepts and recognized trademarks. These rights are protected through the acquisition
of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these rights.
While there can be no assurance that registered trademarks and patents
will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although
any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that
the protection of our intellectual property rights is a key component of our operating strategy.
Regulatory Matters
We are unaware of and do not anticipate having to expend significant
resources to comply with any governmental regulations of the home medical products industry. We are subject to the laws and regulations
of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business
licensing requirements, income taxes and payroll taxes. In general, the development, manufacture, and sale of our Product in the
United States, Canada, and other jurisdictions are not subject to special regulatory and/or supervisory requirements.
Employees
We have no employees other than our President and director Natalie
M. Rydstrom. She currently oversees all responsibilities in the areas of corporate administration, business development, and research.
We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our
business focus. Our current management team is highly skilled in technical areas such as researching and developing our product,
but not skilled in areas such as marketing our product and business management. Obtaining the assistance of individuals with an
in-depth knowledge of operations and marketing will allow us to build market share more effectively. We intend on employing sales
representatives in the United States and Canada when our product is ready for production and shipping and in various countries
when we are ready to expand internationally.
Environmental Laws
We have not incurred and do not anticipate incurring any expenses
associated with environmental laws.
Item 2. Properties
Our principal executive offices are located at E09 Calle Jacarandas,
Urbanizacion Los Laureles, Escazu San Jose, Costa Rica. Our offices are adequate for our current needs.
Item 3. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware
of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting
securities are adverse to us or have a material interest adverse to us.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
No Public Market for Common Stock
Our common stock is quoted on the OTCPinks operated by OTC Markets
Group, Inc. under the symbol “SKSK.” We only recently acquired a trading symbol and there is not an active trading
market for our stock.
The Securities Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price
of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure
document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks
in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities'
laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and
the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary
actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains
such other information and is in such form, including language, type, size and format, as the Commission shall require by rule
or regulation.
The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer
and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value
of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our
common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders of Our Common Stock
As of August 31, 2014, we had 2,300,000 shares of our common stock
issued and outstanding held by 40 shareholders of record.
Dividends
There are no restrictions in our articles of incorporation or bylaws
that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after
giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business, or;
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare
any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under Equity Compensation
Plans
We have not adopted an equity compensation plan.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information
required by this Item.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could
have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally
accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Results of Operations for the Years Ended August 31, 2014 and
2013
Revenues
We are a development stage company and have generated no revenues
since inception (October 19, 2010) to August 31, 2014. We do not anticipate significant revenues until we have completed and successfully
sold our products and services in the market.
Operating Expenses
Operating expenses were $24,078 for the year ended August 31, 2014,
as compared with $24,493 for the year ended August 31, 2013. Our operating expenses for the year ended August 31, 2014 consisted
mainly of professional fees of $19,661, and general and administrative of $4,417. Our operating expenses for the year ended August
31, 2013 consisted mainly of professional fees of $23,593, and general and administrative of $900.
Net Loss
Our net loss for the year ended August 31, 2014 was $24,078, as
compared with a net loss of $24,493 for the year ended August 31, 2013.
Liquidity and Capital Resources
As of August 31, 2014, we had total current assets of $466. Our
total current liabilities as of August 31, 2014 were $14,989. We had a working capital deficit of $14,523 as of August 31, 2014.
Cash used in operating activities was $17,039 for the year ended
August 31, 2014. Our net loss was the main contributing factor to our negative operating cash flow.
Based upon our current financial condition, we do not have sufficient
cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales
and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan
to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will
be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business
plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or
at all.
Going Concern
We have a deficit accumulated during the development stage of $117,648
as of August 31, 2014. Our financial statements are prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However,
we have no current source of revenue and a limited amount of working capital. Without realization of additional capital, it would
be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing,
on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of
business activities.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their
most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical
accounting policy” is one which is both important to the portrayal of a company’s financial condition and results,
and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
Recently Issued Accounting Pronouncements
The Company has evaluated recent pronouncements through Accounting
Standards Updates “ASU” 2012-03 and believes that none of them will have a material impact on the Company’s financial
position, results of operations or cash flows.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
A smaller reporting company is not required
to provide the information required by this Item.
Item 8. Financial Statements and Supplementary
Data
Index to Financial Statements Required by Article
8 of Regulation S-X:
Audited Financial Statements:
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of Skookum Safety Solutions Corp.
We
have audited the accompanying balance sheet of Skookum
Safety Solutions Corp. (the “Company”) as of August 31, 2014, and the related statements of operations, stockholders’
deficit, and cash flows for the year then ended. Management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our audit.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In
our opinion, based upon our audit the financial statements referred to above present fairly, in all material respects, the financial
position of Skookum Safety Solutions Corp. as of August 31, 2014 and the results of its operations and its cash flows for the year
then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 7 to the financial statements,
the Company is has earned limited revenue, has suffered net losses and has had negative cash flows from operating activities during
the year ended August 31, 2014 These matters raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans concerning these matters are also described in Note 7. The financial statements do not include
any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a going concern.
/s/ KLJ & Associates, LLP
KLJ & Associates, LLP |
St. Louis Park, MN |
November 28, 2014 |
|
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Boards of Directors
Skookum Safety Solutions Corp.
Escazu San Jose, Costa Rica
We have audited the accompanying balance sheet
of Skookum Safety Solutions Corp., as of August 31, 2013, and the related statements of operations, stockholders’ equity,
and cash flows for the year then ended. 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 audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Skookum Safety Solutions Corp., as of August 31, 2013
and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have
been prepared assuming that Skookum Safety Solutions Corp. will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has incurred losses from operations, has limited working capital and is in need of additional capital to
grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Bingham Farms, Michigan
May 23, 2014
SKOOKUM SAFETY SOLUTIONS CORP.
BALANCE SHEETS
|
August 31, 2014 | |
August 31, 2013 |
ASSETS |
| |
|
Current Assets |
| |
|
Cash and equivalents |
$ | 466 | | |
$ | 17,505 | |
|
| | | |
| | |
TOTAL ASSETS |
$ | 466 | | |
$ | 17,505 | |
|
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| | | |
| | |
Liabilities |
| | | |
| | |
Current Liabilities |
| | | |
| | |
Accrued expenses |
$ | 14,989 | | |
$ | 7,950 | |
Total Liabilities |
| 14,989 | | |
| 7,950 | |
|
| | | |
| | |
Stockholders’ Equity (Deficit) |
| | | |
| | |
Common Stock, $.001 par value, 30,000,000 shares authorized, 2,300,000 shares issued and outstanding (2,300,000 – August 31, 2013) |
| 2,300 | | |
| 2,300 | |
Additional paid-in capital |
| 100,825 | | |
| 100,825 | |
Accumulated deficit |
| (117,648 | ) | |
| (93,570 | ) |
Total Stockholders’ Equity (Deficit) |
| (14,523 | ) | |
| 9,555 | |
|
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ | 466 | | |
$ | 17,505 | |
See accompanying notes to financial statements.
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENTS OF OPERATIONS
|
Year ended
August 31, 2014 | |
Year ended
August 31, 2013 |
|
| |
|
REVENUES |
$ | 0 | | |
$ | 0 | |
|
| | | |
| | |
EXPENSES |
| | | |
| | |
Professional fees |
| 19,661 | | |
| 23,593 | |
Officer compensation |
| 0 | | |
| 0 | |
General and administrative |
| 4,417 | | |
| 900 | |
TOTAL EXPENSES |
| 24,078 | | |
| 24,493 | |
|
| | | |
| | |
LOSS FROM OPERATIONS |
| (24,078 | ) | |
| (24,493 | ) |
|
| | | |
| | |
PROVISION FOR INCOME TAXES |
| 0 | | |
| 0 | |
|
| | | |
| | |
NET LOSS |
$ | (24,078 | ) | |
$ | (24,493 | ) |
|
| | | |
| | |
NET LOSS PER SHARE: BASIC AND DILUTED |
$ | (0.00 | ) | |
$ | (0.00 | ) |
|
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
| 2,300,000 | | |
| 2,300,000 | |
See accompanying notes to financial statements.
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENT OF STOCKHOLDERS’
EQUITY (DEFICIT) (unaudited)
|
Common Stock | |
Additional
paid-in | |
Deficit
accumulated
during the
development | |
|
|
Shares | |
Amount | |
Capital | |
stage | |
Total |
Balance, August 31, 2012 |
| 2,300,000 | | |
| 2,300 | | |
| 100,825 | | |
| (69,077 | ) | |
| 34,048 | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the year ended August 31, 2013 |
| — | | |
| — | | |
| — | | |
| (24,493 | ) | |
| (24,493 | ) |
|
| | | |
| | | |
| | | |
| | | |
| | |
Balance, August 31, 2013 |
| 2,300,000 | | |
| 2,300 | | |
| 100,825 | | |
| (93,570 | ) | |
| 9,555 | |
|
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the year ended August 31, 2014 |
| — | | |
| — | | |
| — | | |
| (24,078 | ) | |
| (24,078 | ) |
|
| | | |
| | | |
| | | |
| | | |
| | |
Balance, August 31, 2014 |
| 2,300,000 | | |
$ | 2,300 | | |
$ | 100,825 | | |
$ | (117,648 | ) | |
$ | (14,523 | ) |
See accompanying notes to financial statements.
SKOOKUM SAFETY SOLUTIONS CORP.
STATEMENTS OF CASH FLOWS
|
Year ended August 31, 2014 | |
Year ended August 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES |
| | | |
| | |
Net loss for the period |
$ | (24,078 | ) | |
$ | (24,493 | ) |
Adjustments to reconciled net loss to net cash used in operating activities: |
| | | |
| | |
Changes in assets and liabilities: |
| | | |
| | |
(Increase) decrease in prepaid expenses |
| 0 | | |
| 0 | |
Increase (decrease) in accrued expenses |
| 7,039 | | |
| 1,050 | |
Increase (decrease) in due to officer |
| 0 | | |
| 0 | |
Net Cash Used in Operating Activities |
| (17,039 | ) | |
| (23,443 | ) |
|
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES |
| | | |
| | |
Proceeds from issuance of common stock |
| 0 | | |
| 0 | |
Capital contribution |
| 0 | | |
| 0 | |
Net Cash Provided by Financing Activities |
| 0 | | |
| 0 | |
|
| | | |
| | |
NET INCREASE (DECREASE) IN CASH |
| (17,039 | ) | |
| (23,443 | ) |
|
| | | |
| | |
Cash, beginning of period |
| 17,505 | | |
| 40,948 | |
Cash, end of period |
$ | 466 | | |
$ | 17,505 | |
|
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: |
| | | |
| | |
Cash paid for interest |
$ | 0 | | |
$ | 0 | |
Cash paid for income taxes |
$ | 0 | | |
$ | 0 | |
|
| | | |
| | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION: |
| | | |
| | |
Forgiveness of accrued officer compensation |
$ | 0 | | |
$ | 0 | |
See accompanying notes to financial statements.
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2014
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Skookum Safety Solutions Corp. (‘Skookum”
or “the Company”) was incorporated under the laws of the State of Nevada, U.S. on October 19, 2010. Skookum is developing
a line of baby products. Skookum is a development stage company and has not yet realized any revenues from its planned operations.
Accounting Basis
The Company uses the accrual basis of accounting
and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company
has adopted an August 31 fiscal year end.
Cash and Cash Equivalents
Skookum considers all highly liquid investments
with maturities of three months or less to be cash equivalents. At August 31, 2014 and August 31, 2013, respectively, the Company
had $466 and $17,505 of cash.
Fair Value of Financial Instruments
The Company’s financial instruments consist
of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these
financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and
liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted
tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized.
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2014
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles 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 the financial statements
and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products
are fully delivered or services have been provided and collection is reasonably assured.
Foreign Currency
Skookum maintains both U.S. Dollar and Canadian
Dollar bank accounts. The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional
currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Re-measurement
gains and losses that arise from exchange rate fluctuations are included in income or loss from operations due to materiality.
Monetary assets and liabilities denominated in Canadian Dollars are translated into U.S. Dollars at the rate in effect at the balance
sheet date. Revenue and expenses denominated in Canadian Dollars are translated at the average exchange rate.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated
by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during
the period. Diluted earnings per share is calculated by dividing the Company’s net income 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 for any potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of August 31, 2014.
Stock-Based Compensation
Stock-based compensation is accounted for at
fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock
options.
Recent Accounting Pronouncements
Development Stage Entities (Topic 915): Elimination
of Certain Financial Reporting Requirements” (“ASU 2014-10”) issued in June 2014, ASU 2014-10 eliminates the
distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date
information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective
prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods,
however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for all the periods presented.
Skookum does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position
or cash flow.
NOTE 2 – ACCRUED EXPENSES
Accrued expenses at August 31, 2014 and August
31, 2013 consisted of amounts due to the Company’s legal counsel, accountant and outside independent auditors.
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2014
NOTE 3 – COMMON STOCK
The Company has 30,000,000 shares of $0.001
par value common stock authorized.
During the period ended August 31, 2011, the
Company issued 1,500,000 shares of common stock at $0.02 per share to its founder for total cash proceeds of $30,000. Additionally,
the Company issued 500,000 shares of common stock at $0.08 per share for total cash proceeds of $40,000.
During the year ended August 31, 2012, the
Company issued 300,000 shares of common stock at $0.10 per share for total cash proceeds of $30,000. On July 19, 2012, a shareholder
forgave a balance due of $3,125. The amount was recorded as contributed capital.
As of August 31, 2014 there were 2,300,000
shares of common stock issued and outstanding.
NOTE 4 – INCOME TAXES
As of August 31, 2014, the Company had net
operating loss carry forwards of approximately $117,648 that may be available to reduce future years’ taxable income through
2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as
their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred
tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for
the nine month periods ended August 31, 2014 and 2013:
|
August 31, 2014 | |
August 31, 2013 |
Federal income tax benefit attributable to: |
| | | |
| | |
Current Operations |
$ | 8,186 | | |
$ | 8,328 | |
Less: valuation allowance |
| (8,186 | ) | |
| (8,328 | ) |
Net provision for Federal income taxes |
$ | 0 | | |
$ | 0 | |
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows as of August 31, 2014 and August 31, 2013:
|
August 31, 2014 | |
August 31, 2013 |
Deferred tax asset attributable to: |
| | | |
| | |
Net operating loss carryover |
$ | 40,000 | | |
$ | 31,814 | |
Less: valuation allowance |
| (40,000 | ) | |
| (31,814 | ) |
Net deferred tax asset |
$ | 0 | | |
$ | 0 | |
Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards of $117,648 for Federal income tax reporting purposes are subject
to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future
years.
SKOOKUM SAFETY SOLUTIONS CORP.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2014
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real
or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue
this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers
and directors are involved in other business activities and most likely will become involved in other business activities in the
future.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the year ended August 31, 2012, the
Company entered into an agreement with an officer and shareholder for compensation in the amount of $10,000. The agreement was
for the period from January 1, 2012 through August 31, 2012. The officer and shareholder was paid $5,000 on this agreement as of
August 31, 2012. On July 19, 2012, the officer resigned and forgave the prorated balance due on the agreement of $3,125. The amount
was recorded as contributed capital.
NOTE 7 – GOING CONCERN
Skookum
has a deficit accumulated during the development stage of $117,648 as of August 31, 2014. Skookum's financial statements are prepared
using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. However, Skookum has no current source of revenue and a limited
amount of working capital. Without realization of additional capital, it would be unlikely for Skookum to continue as a going concern.
Skookum's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer
term, and, ultimately, upon achieving profitable operations through the development of business activities.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Company
has analyzed its operations subsequent to August 31, 2014 to the date these financial statements
were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
On August 4, 2014, Silberstein Ungar, PLLC resigned as our
accountant. We engaged KLJ & Associates, LLP as our principal accountants effective August 4, 2014. The decision to change
accountants was approved by our board of directors.
Item 9A. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of
1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this annual report, being August 31, 2014. This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required
to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Based upon that evaluation, including our Chief Executive Officer
and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the
period covered by this annual report.
Management’s Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management
has assessed the effectiveness of our internal control over financial reporting as of August 31, 2014 based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result
of this assessment, management concluded that, as of August 31, 2014, our internal control over financial reporting was not effective.
Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative
of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of both
US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal
control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate
the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal
year ending August 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective
risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation
efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing
the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material
manner.
This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject
to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section
989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following information sets forth the names, ages, and positions
of our current directors and executive officers as of August 31, 2014.
Name |
Age |
Principal Positions With Us |
Natalie M. Rydstrom |
31 |
President, Chief Executive Officer, Chief Financial Officer and Director |
Set forth below is a brief description of the background and business
experience of each of our current executive officers and directors.
Natalie M. Rydstrom - President, CEO, CFO and Director
Natalie M. Rydstrom has been President, CEO, CFO and Director of
our company since July 26, 2012.
Natalie M. Rydstrom has been in marketing and public relations for
the past 7 years. From 2008 to 2010 she was the owner and director of operations for Simply Events which is a Spanish based bespoke
public relations and events company. She then accepted a short term contract to work for CNIS as their event director and public
relations coordinator. From May 2011 to January 2012 she was the director of client services for the internet marketing agency
called Obsidian Edge. Currently, Mrs. Ryndstrom is a journalist and the head news anchor for SportsBook Review Costa Rica. We believe
her experience qualifies her to service as our officer and director.
Term of Office
Our Directors are appointed for a one year term to hold office until
the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors,
executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of
the following occurred with respect to a present or former director, executive officer, or employee: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed,
suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her 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 Commodities Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit
committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements
for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage
of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to
the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors
will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors
may do so by directing a written request addressed to our Chief Executive Officer, Natalie M. Rydstrom, at the address appearing
on the first page of this annual report.
Code of Ethics
As of August 31, 2014, we had not adopted a Code of Ethics for Financial
Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions.
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by,
or paid to our former or current executive officers for the fiscal years ended August 31, 2014 and 2013.
SUMMARY COMPENSATION TABLE |
Name and
principal position |
Year |
Salary ($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
Incentive Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings ($) |
All Other
Compensation
($) |
Total
($) |
Natalie M. Rydstrom, President, CEO, CFO and Director |
2014
2013 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
Former Rebecca Kyllo, President, CEO, CFO and Director |
2014
2013 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting
agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits
for executive officers.
Although
we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision
to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business
purposes.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has
not vested, and equity incentive plan awards for each named executive officer as of August 31, 2014.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
OPTION AWARDS |
STOCK AWARDS |
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units
of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units
or Other Rights That Have
Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Natalie M. Rydstrom |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of August 31, 2014, the beneficial
ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than
5% of the our common stock and by the executive officers and directors as a group:
Title of class |
Name and address of beneficial owner (1) |
Amount of beneficial ownership |
Percent of class (2) |
Common |
Natalie M. Rydstrom
E09 Calle Jacarandas, Urbanizacion Los Laureles,
Escazu
San Jose, Costa Rica |
1,500,000 |
65% |
Total of All Directors and Executive Officers: |
|
|
|
|
|
More Than 5% Beneficial Owners: |
|
|
None |
|
|
(1) |
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. |
(2) |
The percent of class is based on 2,300,000 shares of the Company’s common stock issued and outstanding as of August 31, 2014. |
Item 13. Certain Relationships and Related Transactions,
and Director Independence
Except as stated in Executive Compensation, none of our directors
or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly,
shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family
(including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct
or indirect, in any transaction since our incorporation or in any presently proposed transaction.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in
US$) billed by our auditor in connection with the audit of the Company’s annual financial statements:
Year Ended August 31, |
Audit Services
$ |
Audit Related Fees
$ |
Tax Fees
$ |
Other Fees
$ |
2014 |
$10,500 |
- |
- |
- |
2013 |
$10,500 |
- |
- |
- |
PART IV
Item 15. Exhibits, Financial Statements Schedules
(a) |
Financial Statements and Schedules |
The following financial statements and schedules
listed below are included in this Form 10-K.
Financial Statements (See Item 8)
(1) |
Incorporated by reference to Registration Statement on Form S-1 filed on December 13, 2011 |
** |
Provided herewith |
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Skookum Safety Solutions Corp.
/s/ Natalie M. Rydstrom
Natalie M. Rydstrom
President, Chief Executive Officer and Director
December 1, 2014
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
/s/ Natalie M. Rydstrom
Natalie M. Rydstrom
President, Chief Executive Officer and Director
December 1, 2014
CERTIFICATIONS
I, Natalie M. Rydstrom, certify that;
1. |
|
I have reviewed this annual report on Form 10-K for the year ended August 31, 2014 of Skookum Safety Solutions Corp (the “registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 1, 2014
/s/ Natalie M. Rydstrom
By: Natalie M. Rydstrom
Title: Chief Executive Officer
CERTIFICATIONS
I, Natalie M. Rydstrom, certify that;
1. |
|
I have reviewed this annual report on Form 10-K for the year ended August 31, 2014 of Skookum Safety Solutions Corp (the “registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 1, 2014
/s/ Natalie M. Rydstrom
By: Natalie M. Rydstrom
Title: Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the annual Report of Skookum
Safety Solutions Corp (the “Company”) on Form 10-K for the year ended August 31, 2014 filed with the Securities and
Exchange Commission (the “Report”), I, Natalie M. Rydstrom, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations
of the Company for the periods presented. |
By: |
/s/ Natalie M. Rydstrom |
Name: |
Natalie M. Rydstrom |
Title: |
Principal Executive Officer, Principal Financial Officer and Director |
Date: |
December 1, 2014 |
This certification has been furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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