1364544--4/2/2009--Craft_College

related topics

{interest, director, officer}

{stock, price, share}

{stock, price, operating}

{control, financial, internal}

{product, candidate, development}

{system, service, information}

{product, market, service}

{operation, international, foreign}

{personnel, key, retain}

{product, liability, claim}

{acquisition, growth, future}

{cost, contract, operation}

Our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern. Our predecessor marketed our instructional DVDs unsuccessfully for 18 months. We have a limited history of operations and unless we are able to successfully establish distribution channels, our business and operating results will suffer resulting in the complete failure of our business. To date we have generated limited revenues from operations and we will have additional capital requirements to continue our operations but they might not be available to us on favorable terms or at all, and if unavailable our ability to run our business will be impaired. The enclosed financial statements might not be a true reflection of the results we would have achieved as a stand-alone company. This may result in materially different results in the future than indicated by these financial statements. Our management has limited experience in selling instructional DVDs. This lack of experience may result in sales significantly different from those projected. The quality of our DVD is vital to the success of our company. Our management does not have experience in production of instructional DVDs and will outsource production to third party consultants. Our officer spends only a portion of his time on our business. If we lose the services of our President and Director we will be left without management Mr. Passadore has limited experience in financial accounting Costs associated with our business are not fixed and might increase, creating uncertainty about our ability to meet our plan of operations. We are in development stage and have conducted limited market research on the viability of our products. There is no guarantee that we will be able to sell enough of our products to generate a profit and failure to become profitable will result in the failure of our business Our products may infringe on other patented, trademarked or copyrighted products. Litigation arising out of infringement or other commercial disputes could cause us to incur expenses and impair our competitive advantage. We do not carry product liability insurance and any claims arising out of the use of our products may result in judgments that we will be unable to satisfy Our success depends on our ability to develop, maintain and increase our sales distribution channels. The inability to establish additional retail distribution channels and increase sales through existing channels, may severely limit our growth prospects. We are relying on third party agents to assist us in establishing distribution channels for our DVDs. Our agreements with Brand Specialists and Memories Complete are the only contracts we have with third party agents. These relationships have not led to any additional distribution agreements or sales. We face intense competition in the market from larger more established companies that offer a wider array of products. These competitors will make it difficult for us to offer competing products and grow our business. Our shares are not currently traded on any stock market and there is no assurance that our shares can be resold and if resold at a price that reflects our earnings, book value, or any other recognized criteria of value. There are legal restrictions on the resale of our common shares, including Penny Stock Regulations under the U.S. Federal Securities Laws. These restrictions may adversely affect the ability of investors to resell their shares. Our principal shareholder owns 74% of the shares in the company, allowing her to control the company's future direction. (c) Reports to security holders

Full 10-K form ▸

1364544--4/2/2009--Craft_College_Inc