UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

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of the Securities Exchange Act of 1934

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FRIENDLY AUTO DEALERS, INC.

(Name of Registrant as Specified in Its Charter)

IMPORTANT NOTICE: FRIENDLY AUTO DEALERS, INC. IS ONLY SUBJECT TO SECTION 15(d) OF THE 1933 SECURITIES AND EXCHANGE ACT. AS SUCH, THE COMPANY IS NOT SUBJECT TO THE PROXY RULES, SECTION 16 REPORTING, SHORT-SWING PROFIT PROVISIONS, GOING PRIVATE REGULATION, BENEFICIAL OWNERSHIP REPORTING AND THE MAJORITY OF THE TENDER OFFER RULES.

 

THIS PROXY STATEMENT IS NOT REQUIRED TO BE FILED BY THE COMPANY AND IS A VOLUNTARY STATEMENT THAT IS BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO ALL SHAREHOLDERS IN ORDER TO PROVIDE DISCLOSURE TO THE COMMISSION, OUR SHAREHOLDERS AND THE PUBLIC REGARDING CHANGES TO THE COMPANY’S BUSINESS AND ITS BOARD OF DIRECTORS TAKEN AS A RESULT OF THE UNANIMOUS WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS AS IS MORE COMPLETELY DISCUSSED IN THIS INFORMATION STATEMENT.

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LETTER FROM THE BOARD OF DIRECTORS OF

FRIENDLY AUTO DEALERS, INC.

4132 S. Rainbow Blvd. Suite 513

Las Vegas, NV 89103

Dear Stockholders:

We are furnishing this Information Statement to the holders of our common stock (with a par value of $0.001 per share) as of the close of business on November 16, 2010. This Information Statement concerns certain corporate actions of Friendly Auto Dealers, Inc. (hereafter referred to as the “Company”) taken and ratified by both our Board of Directors and by the written consent of owners of a majority of the common shares eligible to vote on November 16, 2010.

On November 16, 2010, the Company received the unanimous written consent of its Board of Directors and a written consent of a majority of stockholders holding 20,400,000 shares of Common Stock (representing 71.05% of the issued and outstanding shares of Common Stock) approving amendments to the Company’s articles of incorporation to: (i) change the name of the Company to Therapeutic Solutions International, Inc.; and, (ii) increase the number of the Company’s authorized common shares from seventy million to seven hundred million shares.

The Company is a party to a Common Stock Share Exchange Agreement, dated November 16, 2010, by and between the Company and Splint Decisions Inc., a California corporation (hereafter referred to as “Splint Decisions”), and stockholders controlling 100% of the issued and outstanding shares of Splint Decisions whose names are set forth on the signature pages thereof (herein referred to as the “Splint Shareholders”).  Pursuant to the Common Stock Share Exchange Agreement, the Splint Shareholders agreed to exchange all of their common stock in Splint Decisions, equal to 100% of the issued and outstanding shares, for 250,523,333 of the Company’s restricted common shares representing 85.00% of the total number of issued and outstanding shares of the Company. This transaction is intended to qualify as a tax-free exchange pursuant to Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. As is more fully described herein, the Company will acquire by virtue of the closing of the Common Stock Share Exchange Agreement, certain exclusive licenses to patents and patent applications and related intellectual property and business of Splint Decisions Inc., including “The Total Splint System,” as is more completely described in this Information Statement.

Insofar as the proposals to change the name of the Company, and to increase the number of authorized common shares, “involve” the Common Stock Share Exchange Agreement within the meaning of Note A to Schedule 14A promulgated under Section 14(a) of the Securities Exchange Act of 1934, as amended, extensive disclosure of the Common Stock Share Exchange, the Company and Splint Decisions will be made in this Information Statement.

The accompanying Information Statement is being provided to you for your information and to comply with requirements of the Securities and Exchange Act of 1934, as amended. The Company’s board of directors is not soliciting your proxy. The Information Statement also constitutes notice of corporate action without a meeting by less than unanimous consent of all the Company’s stockholders pursuant to Section 78.320 of the Nevada Revised Statutes. You are urged to read the Information Statement carefully in its entirety. However, no action is required on your part in connection with the proposal to change the name of the Company or to increase the number of common shares eligible to be issued by the Company’s Board of Directors. No meeting of the Company’s stockholders will be held or proxies requested for these matters since they have already been approved by the requisite written consent of the holders of a majority of the common shares. The Company has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.  

Under the rules of the Securities and Exchange Commission, the proposals cannot become effective until at least 20 days after the accompanying Information Statement has been filed and mailed to the stockholders of the Company.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO

SEND US A PROXY

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Gerry Berg                  

Gerry Berg

President and Chief Executive Officer

November 16, 2010

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Table of Contents

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Summary Term Sheet

 

The following is a summary of the principal terms of the Common Stock Share Exchange Agreement between the Company and Splint Decisions. This summary does not contain all information that may be important to you. We encourage you to read this information statement carefully, including the appendix and the documents we have incorporated into this information statement, in their entirety.

THE COMPANIES

(A)

FRIENDLY AUTO DEALERS, INC.

The Company is a start-up and development stage company incorporated on August 6, 2007, under the laws of the State of Nevada. The principal offices are located at 4132 South Rainbow Boulevard, Suite 514, Las Vegas, Nevada. The telephone number is (702) 321-6876. The fax number is (702) 939-0655. Since its inception, the Company has been engaged in developing specialized branded promotional merchandise. The Company’s business plan initially focused on marketing to the Chinese automobile industry in the People’s Republic of China. The Company’s efforts focused on identifying a range of casual apparel and consumer products that can be manufactured and resold for high mark-ups with the product endorsement of corporate and automotive industry logos. The targeted market included large to mid-size companies who use logo bearing apparel, essential office products, and leisure products for their employees as well as for gifts for customers.

Once the Company selected a range of apparel and promotional products and negotiated pricing, it planned to purchase a small inventory in order to make promotional samples for marketing purposes.  The Company’s goal was to hire independent contractors within the Peoples Republic of China for all graphic design, embroidery, and screen-printing work necessary to place the prospective company logos on the merchandise.  The Company decided to market its product line targeting the Chinese corporate and automotive industry through online merchandising and an e-catalog on its website that remains unpublished and in development.  The website is intended to have online catalogs offering apparel, office products and leisure products. The site will allow the consumer to “upload” an electronic version of their company or corporate logo and order products online through a fully functional e-commerce enabled website.

(B)

SPLINT DECISIONS INC.

Splint Decisions is a development stage company whose business plan is focused on the development, production and marketing of cost effective technologies and therapeutic modalities for the treatment and prevention of common neurologic, sleep and temporomandibular disorders. Splint Decisions formed as a California corporation on September 21, 2010. Its principal executive offices are located 4093 Oceanside Blvd. Suite B, Oceanside, California 92056. Its telephone number is 760-295-7208.

Splint Decisions has one class of authorized common stock. The total number of authorized shares is 1,000. The total number of issued shares is 1,000.

Splint Decisions’ first product is the “Total Splint System,” a multi-diagnostic, multi-therapeutic one-step mouthpiece system that Splint Decisions plans to market to licensed dental practitioners.

“The Total Splint System” is comprised of two plastic trays designed as mouthpieces and formed from a polycarbonate material that when lined with a warmed thermoplastic filler, is fitted over the patients upper or lower teeth until the material cools, thereby providing a custom molded fit to that particular patients own teeth.

At least one mouthpiece (of the two provided) is required to provide therapy. “The Total Splint System” may be used to treat bruxism, amongst other related maladies discussed below. Bruxism is a condition in which a person grinds, or clenchs their teeth. Individuals who brux may unconsciously clench or grind their teeth together during the day or at night.

Bruxism may be mild and may not even require treatment. However, it can be frequent and severe enough to lead to jaw disorders, such as pain that travels through the face, jaw or neck, stiff jaw muscles, limited jaw movement or locking of the jaw, painful clicking or popping in the jaw joint(s), headaches, including migraine headaches, damaged teeth and other problems associated with the head, neck and face. As the therapeutic requirements escalate to address bruxism, migraine headaches, and/or sleep apnea, additional elements to “The Total Splint System” are added.

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In the case of migraine headaches, either an upper tray or lower tray may be used to control nocturnal parafunction (jaw-clenching, either in a centered or a sideways-shifted position), which are movements of teeth that are considered outside or beyond normal function. “The Total Splint System” keeps molar (posterior) and canine (anterior) teeth from touching, thereby minimizing the intensity of muscle contraction, while minimizing the degree of jaw opening during the parafunctional events.  The therapeutic result of using “The Total Splint System” in this configuration is to affect the Trigeminal Nerve System.  The Trigeminal Nerve System has two divisions:

A) Motor Root, which sends nerve impulses to the jaw muscles to make them contract; the far more massive Sensory Division (made up of the nerves that bring in information from the periphery); and, B) Sensory Division is divided into three distinct segments of sensory reception (thus the term Trigeminal): First Division: Opthalmic: receives sensory input from arteries that surround the brain to around and behind the eyes Second Division: Maxillary: receives sensory input from below the eyes to the upper jaw. Third Division: Mandibular: receives sensory input for the entire lower jaw. All three divisions feed into the Trigeminal Sensory Nucleus.

The current understanding of the nature of the migraine is that it results from a disorder of "sensory modulation", meaning that information received by the Sensory Nucleus is misinterpreted, thereby resulting in either a disproportionate response, or an inappropriate response altogether.  

For example, during a migraine attack, the simple pressure changes of the fluid that surrounds the brain (resulting from the beating of the heart), is perceived as "pounding". The therapeutic goal in migraine prevention is to limit the amount of noxious sensory input (that is, to limit your migraine "triggers") to the Trigeminal Sensory Nucleus, so that it is not perceived as nociception. Essentially, the goal is to limit as much negative input to the Trigeminal Sensory Nucleus as possible.

When considering an abnormal Trigeminal system where the Sensory Nucleus is hypersensitive, it is not unusual for the Motor Division to be also hyperactive.  A hyperactive Trigeminal Motor Root results in excessive jaw muscle contraction during certain stages of sleep, resulting in intense jaw clenching and/or vigorous teeth grinding. These two activities produce a significant bombardment of noxious input (nociception) to the Sensory Nucleus, while also being the known cause of "TMD" (temporomandibular disorders), thereby becoming a self-perpetuation of chronic headache and/or migraine.

In order for jaw clenching and teeth grinding to achieve pathologic intensity, the molars and/or canine teeth must be touching each other, or another object (like a traditional mouthpiece).  By keeping the molars and canines from touching anything during sleep, nociception to the Trigeminal is inhibited minimizing jaw muscle intensity (that is, Trigeminal Motor Hyperactvity and the resultant nociception) therefore requires providing for incisor (front teeth) contact only during sleep.

Therefore “The Total Splint System” when configured to treat migraine limits the amount of noxious sensory input (nociception) to the Trigeminal Sensory Nucleus, so that it is not perceived as nociception.  

Sleep apnea is a common disorder that can be serious. In sleep apnea, breathing stops or gets very shallow. Each pause in breathing typically lasts 10 to 20 seconds or more. These pauses can occur 20 to 30 times or more an hour.

The most common type is obstructive sleep apnea. That means you are unable to get enough air through your mouth and nose into your lungs. When that happens, the amount of oxygen in your blood may drop. Normal breaths resume with a snort or choking sound. People with sleep apnea often snore loudly. However, not everyone who snores has sleep apnea.

When sleep is interrupted throughout the night, a person can be drowsy during the day. People with sleep apnea are at higher risk for car crashes, work-related accidents and other medical problems.  When both trays of “The Total Splint System” are used in tandem with a “Hooking element” that is attached to the upper tray and can be set to engage the lower mouthpiece to maintain mandibular advancement (of the lower jaw) while allowing anterior contact only, obstructive sleep apnea and the complications that jaw-clenching present are treated.

Each component of the system can be adapted to the mouthpiece independent of the other components, or in conjunction with them, according to the nature of the confirmed diagnosis, or the condition being evaluated.

The system can provide for two independent mouthpieces that are infinitely adjustable for any dental arch width and length, and are adapted to the teeth with the thermoplastic lining material. The system provides for components that are adhered to either or both mouthpieces to facilitate a diagnosed condition by either maintaining an anterior/posterior jaw relationship, or minimizing nocturnal jaw clenching intensity (parafunction).

A dental practitioner would provide the system during a single visit, to either rule-out a suspected diagnosis, or to treat/prevent a confirmed diagnosis, without having to employ an outside dental laboratory service, which would incur considerable expense and additional visit(s) to the dentist at a later time.

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Unlike current single-visit mouthpieces, which are designed to diagnose, treat or prevent a specific condition such as bruxism, the system can be configured to diagnose, treat, or prevent a plurality of conditions like bruxism, migraine, and sleep apnea.

Existing single-visit mouthpiece devices are designed to diagnose, treat, or prevent a single particular condition such as bruxism, migraine, or sleep apnea. If the device is ineffective, then another completely different device must be used to diagnose a separate condition. Current mouthpiece devices cannot be configured to diagnose a plurality of conditions, thus making the use of a plurality of devices cost and time prohibitive. “The Total Splint System” allows the dental practitioner to configure the device for a specific diagnosis, or to configure the device for a plurality of conditions, or to re-configure the device as the necessity of therapy dictates.

Figure 1:

1. Provision of independent maxillary [1] and mandibular [2] mouthpieces. These mouthpieces are filled with thermoplastic material and the patient is asked to bite into the softened material which when cooled conforms to that patients particular tooth arrangement, providing a custom fitting mouthpiece. The mouthpiece's occlusal surfaces provide a workable substrate to the practitioner. Each mouthpiece is segmented [3] to allow its cross-arch expansion or contraction, thereby conforming to any arch width or length.

1a. The maxillary mouthpiece can be configured to provide a receptive channel [4] for either a hooking element [5] (as in 2a) or a Discluding Element, both of which (hooking element and discluding element) are protected by US Patent No. 6,666,212 and exclusively licensed to Splint Decisions Inc, [6] (as in 2b) and/or lateral "side stops" [7] that the lower "Side Fins" [8] can engage (as in 2c);

1b. The mandibular mouthpiece provides for a surface lingual to the lower incisors [9] that a hooking element can engage, and provides a surface for "Side Fins" to be adhered to [10].

Figure 2:

2. Provision of a diagnostic or therapeutic component to either or both mouthpieces.

2a. Provision of a hooking element to the maxillary mouthpiece.

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2a1. Hooking element can be set to engage lower mouthpiece to prevent mandibular retrusion while allowing anterior contact, only, thereby treating and preventing jawclenching and the complications it presents.

2a2. Hooking element can be set to engage lower mouthpiece to maintain mandibular advancement while allowing anterior contact, only, thereby treating and preventing obstructive sleep apnea and the complications that jaw-clenching can present.

2b. Provision of a Discluding Element, which provides an anterior contact only, but not dictating or preventing any specific jaw position, thereby treating simple bruxism.

2c. Provision of "Side Fins", which prevent mandibular retrusion, meaning the lower jaw is limited as to how far it can move in a posterior direction, either in concert with the hooking element, or independently in concert with the Discluding Element.

Figure 3:

Presently, there is no upper and/or lower mouthpiece system that can be used for both the treatment and prevention of mild to moderate obstructive sleep apnea and medically diagnosed migraine pain. In addition, professionally provided dual-arch mouthpieces for treatment and prevention of Obstructive Sleep Apnea require at least two separate visits to the practitioner and require considerable lab fees to the practitioner, resulting prohibitive cost to the patient.  A single visit, multi-purpose mouthpiece system, that does not require the expense of an outside lab, can be configured by the practitioner to provide a variety of mouthpiece designs for the diagnosis, treatment or prevention of a plurality of conditions.

THE COMMON STOCK SHARE EXCHANGE AGREEMENT

On November 16, 2010 the Company and Splint Decisions, entered into a Common Stock Share Exchange Agreement in which the Company agreed to:

 

·

Adopt an amendment to the Company’s articles of incorporation prior to the effectiveness of the Common Stock Share Exchange Agreement to increase its shares of authorized common stock from 70,000,000 to 700,000,000;

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Adopt an amendment to the Company’s articles of incorporation prior to the effectiveness of the Common Stock Share Exchange Agreement to change the Company’s name to Therapeutic Solutions International, Inc.;

·

After completion of the foregoing, the Company agreed to issue to Splint Decisions a total of two hundred and fifty million, five hundred and twenty three thousand, three hundred and thirty three (250,523,333) restricted common shares representing 85.00% of the total number of issued and outstanding shares of the Company, and Splint Decisions agreed to tender in transferable and assignable condition to the Company, one thousand (1,000) common shares representing 100% of the issued and outstanding shares of Splint Decisions all of which having been legally issued, fully paid, are non-assessable and not issued in violation of the preemptive rights of any other person.

·

The closing of the Common Stock Share Exchange Agreement is set to occur not later than January 31, 2011. The Common Stock Share Exchange Agreement provides that the closing date may be extended upon the agreement of the Company and Splint Decisions.

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·

The Company’s Board of Directors believes that the Common Stock Share Exchange Agreement will constitute a tax free reorganization within the meaning of Internal Revenue Code Sections 351 and 368 (a)(1)(B). However, none of the parties is seeking tax counsel or legal or accounting opinions on whether the Common Stock Share Exchange Agreement qualifies for tax free treatment and the tax-free treatment of the Common Stock Share Exchange Agreement is not a condition precedent to the obligations of the Company or Splint Decisions to the Agreement. There can be no assurance that Splint Decisions’ shareholders who receive the Company’s Common Stock will receive tax-free treatment in the exchange. Similarly, there can be no assurance that the Company will receive tax-free treatment in the exchange for its receipt of the Splint Decision’s common stock.

·

The approval of the stockholders was not required to enter into the Common Share Exchange Agreement. Pursuant to Nevada Revised Statutes 78:120, the Company’s Board of Directors unanimously agreed and resolved to enter into the Common Stock Share Exchange Agreement. However, the number of shares of authorized Common Stock must be increased by majority shareholder consent, which was obtained on November 16, 2010 by a unanimous written consent from the holders of 20,400,000 shares of Common Stock (representing 71.05% of the Company’s issued and outstanding shares of Common Stock).

·

Section 92A.380 of the Nevada Revised Statutes provides for dissenter’s rights for certain shareholders to obtain cash for their shares in a merger or consolidation who perfect those rights. Dissenter’s rights are not applicable under Nevada law to the Common Stock Share Exchange Agreement.

·

Upon the closing of the Common Stock Share Exchange Agreement, the Company will apply for a new CUSIP number and a new trading symbol. The Company’s common shares are currently trading on the OTCQB Market Exchange under the trading symbol: FYAD, and will continue to do so for an undetermined period of time after the closing of the Common Stock Share Exchange Agreement. The Company may choose to qualify its common shares to be eligible for trading on the OTC Bulletin Board, but there are presently no established plans for such an application at this time.

(A)

Exemptions Relied Upon by the Company to Issue Common Shares.

In agreeing to issue to Splint Decisions Inc. and its shareholders James P. Boyd and Timothy Dixon shares of the Company’s common stock pursuant to the Common Stock Share Exchange Agreement, the Company is relying on the following exemptions from the registration requirements of Section 5 of the SEC Act:

The first is Section 4.6—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to the Securities Act that exempts from registration offers and sales of securities to accredited investors when the total offering price is less than $5 million; the Company did not engage in public advertising or solicitation in connection with the transaction; and, the shares issued by the Company contain re-sale restrictions.

Regarding the Common Stock Share Exchange Agreement, James P. Boyd and Timothy Dixon both represented that their income over the last two years was in excess of $200,000.00, thus qualifying both Dr. Boyd and Mr. Dixon as Accredited Investors pursuant to Rule 501(a)(6). It should also be noted that Rule 501(a)(8) indicates that an entity qualifies as an accredited investor where all of its equity owners are accredited investors. Since both Dr. Boyd and Mr. Dixon are accredited investors, and are the only equity owners of Splint Decisions Inc., Splint Decisions Inc. is therefore considered an accredited investor. The Company did not advertise or solicit Splint Decisions Inc., James P. Boyd or Timothy Dixon with regards to the Common Stock Share Exchange Agreement and the shares issuable pursuant thereto will be “Restricted Shares” pursuant to Rule 144.

The second exemption is Section 4.2—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to of the Securities Act which provides that an issuer may sell an unlimited amount of stock to accredited investors without general solicitation or advertising as long as the issuer answers questions, delivers documents to participating non-accredited investors, provides financial statements consistent with Rule 505 and issues restricted shares.

Regarding the Common Stock Share Exchange Agreement, and as stated above, Splint Decisions Inc., Dr. Boyd and Mr. Dixon all qualify as accredited investors per the disclosure above and the Company did not advertise or publicly solicit them with regards to the Common Stock Share Exchange Agreement. Additionally, Splint Decisions Inc., Dr. Boyd and Mr. Dixon were afforded the opportunity to review documents, ask questions and review the Company’s Exchange Act reports that were certified by an independent public accountant. Finally, and as agreed to in the Common Stock Share Exchange Agreement included with this filing, the Company will only issue restricted shares to Splint Decisions Inc., Dr. Boyd and Mr. Dixon who expressly represented to be acquiring said shares as an investment without a view towards any public distribution.

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(B)

Background Factors Favoring Our Entrance Into the Common Stock Share Exchange Agreement.

Friendly Auto Dealers, Inc. was formed in August 2007. Since then, the Company has been in the development stage and is a start-up company. The Company has been very active in its operations with respect to developing its business plans, originally focusing on leveraging contacts we had in the Chinese automobile industry as the result of consulting work from our Pacific Rim business consultant Stephen Chu. The Company’s business plans included brokering the design, manufacturing and sale of promotional and corporate branded products for sale first to the Chinese automobile industry then internationally. We believed that Mr. Chu’s contacts within the Chinese automobile industry would lead to an expansion of our business to other automobile industry leaders located in the Pacific Rim, including Korea and Japan. We spent 2008 developing this strategy by engaging Mr. Chu and having him travel to China on behalf of the Company to attempt to establish a rapport there. This led to the Company authorizing and appearing at two separate automobile industry shows and conventions in 2009: first the Shanghai International Auto Show held in the People’s Republic of China in June, 2009, and secondly the Kia Motors Automobile Show in the Guangzhou Province of China that was held in November, 2009, where company representatives including Mr. Chu and Mr. Tony Lam met with various Chinese, Korean and French automobile manufacturers and dealers.

As a result of our appearance in Shanghai we received emissaries from various Chinese automobile dealership representatives, including the Korean KIA Company and the Citron Automobile Company in August 2009 to discuss the formation of a working relationship and to explore business strategies involving Friendly Auto Dealers, Inc. These discussions continued and developed over the course of the next weeks.

This led in September of 2009 to the formal announcement by Friendly Auto Dealers, Inc. that it entered into a memorandum of understanding to merge and acquire Excellent Auto Dealers, Inc. of the Peoples Republic of China, a firm that owned a cluster of automobile dealerships in the Guangzhou Province of China. Friendly Auto Dealers, Inc. confirmed that Excellent Auto Dealers, Inc. had established ties to other Pacific Rim automobile manufacturers and dealers including KIA Motors of South Korea, and that its existing presence in China, along with China’s booming market for auto sales would provide a basis for full scale development of Friendly Auto Dealers, Inc.’s business plans.

In order to further the plans, we sent Mr. Chu to China in September 2009, whereupon we signed a non-binding letter of intent and thereafter a memorandum of understanding to begin due diligence consistent with our communications with Excellent Auto Dealers, Inc.

These efforts lasted throughout the last quarter of 2009 and through the first quarter of 2010, but were ultimately unsuccessful due to our failure to acquire sufficient information and financial auditing for Excellent Auto Dealers, Inc. resulting in the termination of the terms of the memorandum of understanding.

At this point our director Ming R. Cheung chose to continue our Pacific Rim efforts utilizing Mr. Chu and authorizing him to continue his travels in China on behalf of the Company. The Company also hired Mr. Gerry Berg as a managing consultant for mergers and acquisitions and was tasked with searching for opportunities in the United States to implement the Company’s business plans.

The Company was very concerned with the worldwide economic downturn that afflicted—and continues to afflict—economies worldwide. The downturn had deleterious effects generally in the United States and the Company decided that it needed to expand its search for opportunities. Mr. Berg presented the Company with one such opportunity with TMD Courses Inc., a California Corporation headquartered in Oceanside, CA. TMD was a business that performed continuing dental education to licensed dentists and held a license from Boyd Research, Inc. to a FDA approved patented dental appliance that was designed to treat medically diagnosed migraine pain. This device is commonly referred to as the NTI and Dr. Boyd developed the invention.

The Company reviewed this information and determined that the prospects presented by this patented device and the FDA approval were significant and decided to merge with TMD Courses Inc., signing a memorandum of understanding and a material definitive agreement. The Company filed Form 8-K regarding this event. Unfortunately, we could not satisfactorily complete our due diligence and the efforts terminated in August 2010 and the Company filed another Form 8-K on August 2, 2010 notifying the Commission of the termination of the agreement with TMD Courses, Inc.

Notwithstanding this, our past communications with Dr. Boyd and TMD Courses Inc. led to discussions of another product Dr. Boyd invented: “The Total Splint System,” a device that featured a design portions of which had been patented, and otherwise was the subject of patent applications and related intellectual property attached to it that was licensed to Splint Decisions, Inc.

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Dr. Jim Boyd designed “The Total Splint System” to address a different segment of the dental appliance market targeted to licensed dental practitioners. Dr. Boyd and Splint Decisions Inc. realized that a portion of licensed dentists were hesitant to purchase and use the “NTI” device developed by Dr. Boyd and licensed to TMD Courses, Inc., even though it was FDA approved and was patented. Dr. Boyd and Splint Decisions Inc. determined that some licensed dentists were more likely to purchase and use bruxism splints in their practice. These bruxism splints are typically designed along the lines of the Total Splint System utilizing one or two mouthpieces that are fit by a dentist on the upper or lower teeth. The NTI device is smaller, covering only the upper or lower central teeth, and some practitioners were concerned about using the device on patients. Some voiced concerns that a patient may swallow the device due to its small size and instead opt to use full arch coverage splints to treat a variety of disorders such as bruxism and migraine headaches.  It is this segment of the dental profession we intend to market “The Total Splint System” to.  It is estimated that in excess of three million full coverage splints are prescribed annually. Thus we were convinced that the market for the devices already exists and is mature.  

After being presented with the opportunity, we initially examined the information Splint Decisions Inc. referred us to regarding the Total Splint System that was on the Internet. We reviewed the patent issued to that portion of the Total Splint System dealing with the “discluding element” that was FDA approved and patented when used to treat medically diagnosed migraine pain. We also reviewed the documentation from the FDA that merited its approving the device incorporating the “discluding element” to treat medically diagnosed migraine pain.  We met with Timothy Dixon of Splint Decisions, Inc. to discuss “The Total Splint System” and the available and potential market for the device. We reviewed available information regarding the use and prescription patterns for bruxism devices that was available from professional dental sources including the Journal of the American Dental Association. We reviewed the assignment documents related to the patent and patent applications related to the Total Splint System from Dr. Boyd to Boyd Research, Inc. and to Splint Decisions Inc. We reviewed the legal status of Splint Decisions Inc. in California.

After this round of due diligence we met with Mr. Dixon personally and telephonically with Dr. Boyd to discuss the possible structure of a transaction. From the Company’s perspective, we understood that any terms would likely include a stock exchange, since the Company had insufficient funds on hand to acquire the intellectual property outright. The focus then turned to exact terms.

At the time, the Company was authorized to issue seventy million shares of its common stock. Splint Decisions, Inc. and we agreed that the capital structure needed to be expanded in order to provide Dr. Boyd with an agreeable number of restricted common shares and to allow the Company post closing of the transaction to have an agreeable number of authorized common shares that would provide flexibility to the Company and its Board of Directors going forward. Our negotiations with Dr. Boyd and Mr. Dixon resulted in an agreement regarding their percentage ownership of the Company post closure of the transaction.

At the time, we felt that given all of the factors previously noted in this letter, and more specifically after an evaluation of Splint Decisions Inc.’s management team; the maturity and potential size of the market for the Splint Decisions Inc. Total Splint System; the fact that Dr. Boyd has a respected reputation in the dental profession; and, that the Company’s acquisition of the intellectual property rights by license would be exclusive, that it was in our shareholders best interests to agree to embark on a different business plan that included what we, in the final event, determined to be significant and mature opportunities, when contrasted against the difficult and unfulfilled potential of our original business plans and the frustrated good faith efforts and operations towards the development and start up of that business model.

We feel the demand for this product will be high considering that the device is approved by the FDA for the Prevention of Medically Diagnosed Migraine Pain, the prevention of Mild to Moderate Obstructive Sleep Apnea, and for the treatment of Bruxism.

The Company examined the patent applications for the Total Splint System and the patents used in its design. Concurrently, we reviewed 1995 information from the Journal of the American Dental Association regarding splint treatments and prescription patterns in the United States. We viewed as important and critical information contained in this report which provided an “estimated total of 3.60 million splints per year are made by U.S. dentists at an estimated cost of $275 per splint the total U.S. expenditure for all splint fabrication for bruxism and TMD patients is approximately $990 million per year.” Further, it was noted, “these splint treatments represented 2.91 percent of all 1990 U.S. dental health care dollars (an estimated $34 billion was spent on dental health in the United States during 1990, according to an HCFA estimate). If the prevalence of bruxism requiring treatment is 5 percent in the United States, then, according to our results, approximately 12.8 percent of these bruxers would receive a splint each year. If the prevalence of TMDs requiring treatment were also 5 percent, then approximately 16.2 percent of MPD plus TMJ dysfunction patients would receive a dental splint each year. Thus, based on our results, somewhere between one-sixth and one-eighth of the population suffering from TMD or bruxism is estimated as being treated with a new dental splint during a given year.”

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We believe based upon the facts cited in these sources and our own investigation, which included information we obtained from TMD Courses, Inc. regarding their sales of the NTI device, that these 1995 numbers related to the per splint cost of splint prescriptions have increased in price since then, and that the market is large and presents a well established opportunity for the Company. We also considered the fact that Dr. Boyd and Boyd Research, Inc. had other patented and FDA approved properties including the NTI device and had an established reputation. Therefore, we felt that the opportunity to acquire the Total Splint System business was significant, and when compared to the results from our operations from inception and in the development stage, presented the best opportunity for our shareholders.

EFFECT OF THE AGREEMENT AND TRANSACTION ON THE COMPANY

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As noted in this filing, as a result of the closure of the Common Share Exchange Agreement dilution will occur to our present shareholders. However, it is the business judgment of our Board of Directors that any dilution to our present shareholders is mitigated by the quality and potential of the business opportunities presented by acquiring the exclusive Splint Decisions Inc. intellectual property licenses. Additionally, the Board is of the opinion that, while Dr. Boyd and Boyd Research, Inc. has no new products currently known by the Company to be in a phase of research and development that would allow them to be additional consideration for the Common Stock Share Exchange Agreement, that establishing and closing the Common Stock Share Exchange Agreement may lead to further acquisition opportunities for the Company and its shareholders.

FRIENDLY AUTO DEALERS, INC.

4132 S. Rainbow Blvd. Suite 513

Las Vegas, NV 89103

INFORMATION STATEMENT

ABOUT THIS INFORMATION STATEMENT

IMPORTANT NOTICE: FRIENDLY AUTO DEALERS, INC. IS ONLY SUBJECT TO SECTION 15(d) OF THE 1933 SECURITIES AND EXCHANGE ACT. AS SUCH, THE COMPANY IS NOT SUBJECT TO THE PROXY RULES, SECTION 16 REPORTING, SHORT-SWING PROFIT PROVISIONS, GOING PRIVATE REGULATION, BENEFICIAL OWNERSHIP REPORTING AND THE MAJORITY OF THE TENDER OFFER RULES.

 

THIS PROXY STATEMENT IS NOT REQUIRED TO BE FILED BY THE COMPANY AND IS A VOLUNTARY STATEMENT THAT IS BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO ALL SHAREHOLDERS IN ORDER TO PROVIDE DISCLOSURE TO THE COMMISSION, OUR SHAREHOLDERS AND THE PUBLIC REGARDING CHANGES TO THE COMPANY’S BUSINESS AND ITS BOARD OF DIRECTORS TAKEN AS A RESULT OF THE UNANIMOUS WRITTEN CONSENT OF THE COMPANY’S SHAREHOLDERS AS IS MORE COMPLETELY DISCUSSED IN THIS INFORMATION STATEMENT.

(A)

What is the purpose of this Information Statement?

This information statement (“Information Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on November 16, 2010 of Friendly Auto Dealers, Inc., a Nevada corporation (the “Company”), with respect to written consents of the Company taken by its board of directors and a majority of its shareholders eligible to vote on November 16, 2010 which consents provide that the Company shall have the authority to amend its certificate and articles of incorporation to (i) change the name of the Company from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and (ii) to increase the number of authorized common shares of stock eligible to be issued from seventy million (70,000,000) to seven hundred million (700,000,000). In order to eliminate the costs and management time involve in holding a special meeting, and in order to effect the corporate actions as soon as possible, the Company decided to proceed with the corporate actions by obtaining the written consent of stockholders holding a majority of the voting power of the Company. This Information Statement will be mailed or furnished to the stockholders of the Company after the filing of the Definitive 14c with the Securities and Exchange Commission. The actual closing of the Common Stock Share Exchange Agreement will occur 20 days thereafter.

(B)

Who is entitled to notice?

All holders of shares of Common Stock of record on the close of business on the Record Date are entitled to notice of the Actions.  

(C)

On what corporate matters did the principal stockholders vote?

Principal stockholders holding 71.05% of the total issued and outstanding voting capital stock of the Company on November 16, 2010 the “Record Date” (a majority of the issued and outstanding voting capital stock required to vote on the Actions), voted for and approved the following:

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·

For the approval of an amendment to the articles of incorporation of the Company to change the name of the Company to Therapeutic Solutions International, Inc.; and,

·

For the approval of an amendment to the articles of incorporation of the Company to increase the number of authorized common shares from seventy million to seven hundred million common shares.

(D)

What vote is required to approve the Actions?

In order to amend the articles of incorporation of the Company to authorize the Actions, the affirmative vote of a majority of the voting capital stock is required.  On November 16, 2010, majority stockholders of the Company voted in favor of the Actions.  Under Section 78.320 of the Nevada Revised Statutes, all activities requiring stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting of the stockholders.  Because principal stockholders entitled to cast a vote representing 20,400,000 shares of Common Stock (which shares are equal to 71.05% of the total issued and outstanding voting capital stock of the Company on the Record Date), no action by the minority stockholders in connection with the Actions is required.

(E)

Effective Date of the Amendments

The name change of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Nevada.  Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Actions may not become effective until a date that is at least 20 days after the date on which the Definitive Information Statement has been mailed to the stockholders of the Company.

(F)

Dissenters’ Right of Appraisal

Dissenter’s rights are not applicable under Nevada law to the Common Stock Share Exchange Agreement.

(G)

No Meeting of Stockholders Required

The Company is not soliciting any votes with regard to the Actions.  The principal stockholders that have consented to the Actions hold a majority of the total issued and outstanding shares of voting capital stock and, accordingly, such principal stockholders have sufficient shares to approve the Actions.

ACTIONS TAKEN BY THE COMPANY

(A)

Introduction.

The Company’s current Certificate of Incorporation provides for an authorized capitalization consisting of 70,000,000 shares of common stock, $.001 par value (the “Common Stock”), and 5,000,000 shares of Preferred Stock. As of November 16, 2010, the Registrant had 28,710,000 outstanding shares of Common Stock and no shares of Preferred Stock outstanding. The Name Change Proposal seeks to amend the Company’s Articles of Incorporation to change the name of the Company to Therapeutic Solutions International, Inc., and the Authorized Common Stock Proposal seeks to amend the Company’s Articles of Incorporation to increase the authorized capital of the Company from 70,000,000 shares of common stock to 700,000,000 shares of common stock. No proposal or action of the Company concerns the Preferred Stock authorized by the Company’s Articles of Incorporation.

(B)

The Proposals.

The majority shareholders of the Company have signed an Action by Majority Shareholders’ Consent without a Meeting pursuant to Nevada Revised Statutes 78.320 to (i) change the name of the company from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and, (ii) to approve an increase in authorized shares of common stock of the Company from 70,000,000 to 700,000,000 shares. Please note that none of the Proposals acted upon by the Company, its board of directors and/or majority shareholders concerns or effects in any manner the 5,000,000 shares of Preferred Stock authorized by the Company’s Articles of Incorporation. This Information Statement is filed pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, and is being provided to the Company’s shareholders pursuant to Rule 14c-2 there under.

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(C)

Background of the Common Stock Share Exchange Agreement.

In this section, we describe the background of the Common Stock Share Exchange Agreement. As a result of the consummation of the transactions contemplated by the Common Stock Share Exchange Agreement, the Splint Shareholders will acquire control of the Company by virtue of their ownership of a majority of the common shares eligible to vote. Concurrently, the Company will acquire all of the outstanding shares of Splint Decisions as well as its business and intellectual property. Pursuant to applicable Nevada Revised Statutes, a majority of the Company’s shareholders eligible to vote must approve and adopt the Common Stock Share Exchange Agreement and the authorized Common Stock must be increased by filing a Certificate of Amendment filed with the Nevada Secretary of State in order for the Common Stock Exchange Agreement to be consummated.

(D)

The Common Stock Share Exchange Agreement

(1)

Background Facts To Our Consideration of Entering into the Agreement.

(a)

The Company’s Start-Up/Development Stage Efforts.

Friendly Auto Dealers, Inc. was formed in August 2007. Since then, the Company has been in the development stage and is a start-up company. The Company has been very active in its operations with respect to developing its business plans, originally focusing on leveraging contacts we had in the Chinese automobile industry as the result of consulting work from our Pacific Rim business consultant Stephen Chu. The Company’s business plans included brokering the design, manufacturing and sale of promotional and corporate branded products for sale first to the Chinese automobile industry then internationally. We believed that Mr. Chu’s contacts within the Chinese automobile industry would lead to an expansion of our business to other automobile industry leaders located in the Pacific Rim, including Korea and Japan. We spent 2008 developing this strategy by engaging Mr. Chu and having him travel to China on behalf of the Company to attempt to establish a rapport there. This led to the Company authorizing and appearing at two separate automobile industry shows and conventions in 2009: first the Shanghai International Auto Show held in the People’s Republic of China in June, 2009, and secondly the Kia Motors Automobile Show in the Guangzhou Province of China that was held in November, 2009, where company representatives including Mr. Chu and Mr. Tony Lam met with various Chinese, Korean and French automobile manufacturers and dealers.

As a result of our appearance in Shanghai we received emissaries from various Chinese automobile dealership representatives, including the Korean KIA Company and the Citron Automobile Company in August 2009 to discuss the formation of a working relationship and to explore business strategies involving the Company. These discussions continued and developed over the course of the next weeks.

This led in September of 2009 to the formal announcement by the Company that it entered into a memorandum of understanding to merge and acquire Excellent Auto Dealers, Inc. of the Peoples Republic of China, a firm that owned a cluster of automobile dealerships in the Guangzhou Province of China. The Company confirmed that Excellent Auto Dealers, Inc. had established ties to other Pacific Rim automobile manufacturers and dealers including KIA Motors of South Korea, and that its existing presence in China, along with China’s booming market for auto sales would provide a basis for full scale development of the Company’s business plans.

In order to further the plans, we sent Mr. Chu to China in September 2009, whereupon we signed a non-binding letter of intent and thereafter a memorandum of understanding to begin due diligence consistent with our communications with Excellent Auto Dealers, Inc.

These efforts lasted throughout the last quarter of 2009 and through the first quarter of 2010, but were ultimately unsuccessful due to our failure to acquire sufficient information and financial auditing for Excellent Auto Dealers, Inc. resulting in the termination of the terms of the memorandum of understanding.

At this point our director Ming R. Cheung chose to continue our Pacific Rim efforts utilizing Mr. Chu and authorizing him to continue his travels in China on behalf of the Company. The Company also hired Mr. Gerry Berg as a managing consultant for mergers and acquisitions and was tasked with searching for opportunities in the United States to implement the Company’s business plans.

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(b)

Development Efforts In Light of Worldwide Economic Distress.

The Company was very concerned with the worldwide economic downturn that afflicted—and continues to afflict—economies worldwide. The downturn had deleterious effects generally in the United States and the Company decided that it needed to expand its search for opportunities. Mr. Berg presented the Company with one such opportunity with TMD Courses Inc., a California Corporation headquartered in Oceanside, CA. TMD was a business that performed continuing dental education to licensed dentists and held a license from Boyd Research, Inc. to a FDA approved patented dental appliance that was designed to treat medically diagnosed migraine pain. This device is commonly referred to as the “NTI” and Dr. Boyd developed the invention.

The Company reviewed information related to TMD Courses, Inc. and determined that the prospects presented by this patented device and the FDA approval were significant and decided to merge with TMD Courses Inc., signing a memorandum of understanding and a material definitive agreement. The Company filed Form 8-K regarding this event. Unfortunately, we could not satisfactorily complete our due diligence and the efforts terminated in August 2010 and the Company filed another Form 8-K on August 2, 2010 notifying the Commission of the termination of the agreement with TMD Courses, Inc.

(c)

The Splint Decisions Inc. Opportunity.

Notwithstanding this, our past communications with Dr. Boyd and TMD Courses Inc. led to discussions of another product Dr. Boyd invented: “The Total Splint System,” a device that featured a design portions of which had been patented, and otherwise was the subject of patent applications and related intellectual property attached to it that was licensed to Splint Decisions, Inc.

Dr. Jim Boyd designed “The Total Splint System” to address a different segment of the dental appliance market targeted to licensed dental practitioners. Dr. Boyd and Splint Decisions Inc. realized that a portion of licensed dentists were hesitant to purchase and use the NTI device developed and licensed to TMD Courses, Inc., even though it was FDA approved and was patented. Dr. Boyd and Splint Decisions Inc. determined that some licensed dentists were more likely to purchase and use bruxism splints in their practice. These bruxism splints are typically designed along the lines of the Total Splint System utilizing one or two mouthpieces that are fit by a dentist on the upper or lower teeth. The NTI device is smaller, covering only the upper or lower central teeth, and some practitioners were concerned about using the device on patients. Some voiced concerns that a patient may swallow the device due to its small size and instead opt to use full arch coverage splints to treat a variety of disorders such as bruxism and migraine headaches.  It is this segment of the dental profession we intend to market “The Total Splint System” to.  It is estimated that in excess of three million full coverage splints are prescribed annually. Thus we were convinced that the market for the devices already exists and is mature.  

We feel the demand for this product will be high considering that the device is approved by the FDA for the Prevention of Medically Diagnosed Migraine Pain, the prevention of Mild to Moderate Obstructive Sleep Apnea, and for the treatment of Bruxism.

The Company examined the patent applications for the Total Splint System and the patents used in its design. Concurrently, we reviewed 1995 information from the Journal of the American Dental Association regarding splint treatments and prescription patterns in the United States. We viewed as important and critical information contained on page 6 of this report which provided an “estimated total of 3.60 million splints per year are made by U.S. dentists at an estimated cost of $275 per splint the total U.S. expenditure for all splint fabrication for bruxism and TMD patients is approximately $990 million per year.” Further, it was noted, “these splint treatments represented 2.91 percent of all 1990 U.S. dental health care dollars (an estimated $34 billion was spent on dental health in the United States during 1990, according to an HCFA estimate). If the prevalence of bruxism requiring treatment is 5 percent in the United States, then, according to our results, approximately 12.8 percent of these bruxers would receive a splint each year. If the prevalence of TMDs requiring treatment were also 5 percent, then approximately 16.2 percent of MPD plus TMJ dysfunction patients would receive a dental splint each year. Thus, based on our results, somewhere between one-sixth and one-eighth of the population suffering from TMD or bruxism is estimated as being treated with a new dental splint during a given year.”

We believe based upon the facts cited in these sources and our own investigation, which included information we obtained from TMD Courses, Inc. regarding their sales of the NTI device, that these 1995 numbers related to the per splint cost of splint prescriptions have increased in price since then, and that the market is large and presents a well established opportunity for the Company. We also considered the fact that Dr. Boyd and Boyd Research, Inc. had other patented and FDA approved properties including the NTI device and had an established reputation. Therefore, we felt that the opportunity to acquire the Total Splint System business was significant, and when compared to the results from our operations from inception and in the development stage, presented the best opportunity for our shareholders.

(d)

Material Relations Between Boyd, Boyd Research, Inc. TMD Courses, Inc., Splint Decisions Inc. and the Company.

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TMD Courses, Inc. and Splint Decisions Inc. are California corporations in good standing. Dr. Boyd and Mr. Dixon are the sole directors and shareholders of each entity. Boyd Research, Inc. is a California corporation in good standing in which Dr. Boyd is the sole director, officer and shareholder.

TMD Courses, Inc. was originally formed to offer continuing dental education courses to dental professionals. Subsequently, in 2009 Boyd Research, Inc. licensed to TMD Courses, Inc. intellectual properties including the registered U.S. Patent #6,666,212. This license was not exclusive. The product derived from U.S. Patent #6,666,212 is referred to as the “NTI” device. Dr. Jim Boyd as the inventor filed the application for this patent and after receiving the patent, Dr. Boyd assigned it to Boyd Research, Inc. Dr. Boyd is the sole director, officer and shareholder of Boyd Research, Inc.

After, Dr. Boyd invented the “NTI” device, he invented “The Total Splint System” device incorporating features from registered U.S. Patent #6,666,212 Boyd Research, Inc. owned as a result of a license from Dr. Boyd. Dr. Boyd then applied for a patent on “The Total Splint System.” “The Total Splint System” incorporates features from the “NTI” device patent, specifically referred to as the “discluding element.” As has been discussed above, “The Total Splint System” was invented by Dr. Boyd to address a different market segment of licensed dentists who are disinclined to use the traditional “NTI” device manufactured and sold by TMD Courses, Inc. To reiterate, some licensed dentists were more likely to purchase and use bruxism splints in their practice instead of the “NTI” device. These bruxism splints are typically designed along the lines of “The Total Splint System” utilizing one or two mouthpieces that are fit by a dentist on the upper or lower teeth. The “NTI” device is smaller, covering only the upper or lower central teeth, and some practitioners were concerned about using the device on patients. Some voiced concerns that a patient may swallow the device due to its small size and instead opt to use full arch coverage splints to treat a variety of disorders such as bruxism, sleep apnea and migraine headaches.  

Dr. Boyd acquired all legal right, title and interest to “The Total Splint System” by virtue of his inventing the device. After filing the patent application for “The Total Splint System” and naming himself as the sole inventor, Dr. Boyd assigned the intellectual property contained in the patent application to Boyd Research, Inc., who in turn assigned it exclusively to Splint Decisions Inc. Dr. Boyd decided that it was reasonable and prudent to assign “The Total Splint System” to a separate entity that had no connection to the business conducted by TMD Courses, Inc. and the “NTI” product and so Splint Decisions Inc. was born. Dr. Boyd’s role in Splint Decisions Inc. is as a director and CEO. The Boyd Research, Inc.—Splint Decisions Inc. exclusive assignment required Splint Decisions Inc. to obtain the written approval of Boyd Research, Inc. prior to assigning any of the rights connected to “The Total Splint System” device. This written approval was contained in the exclusive assignment agreement between Splint Decisions Inc. and the Company included with this filing in Appendix H.

All of the above contracts between Boyd Research, Inc., Splint Decisions and the Company are included in this filing in Appendices G and H. Also included in Appendices G and H are exhibits to each assignment where the patents and patent applications and other intellectual property is specifically described.

Aside from the foregoing (and specifically including the previous discussion herein regarding the Company’s failed attempt to close the Common Stock Share Exchange Agreement with TMD Courses, Inc.), there have been no other negotiations, transactions or material contacts during the past two years between TMD Courses, Inc., Splint Decisions Inc., Boyd Research, Inc. and/or Dr. Jim Boyd and the Company that concern the Company or its affiliates regarding any merger, consolidation, acquisition, tender offer or other acquisition of either TMD Courses, Inc. or Splint Decisions Inc.’s securities, the election of officers or the sale or transfer of a material amount of assets.

Further, there are no present or proposed material agreements, arrangements, understanding or relationship between Splint Decisions Inc., James P. Boyd or Boyd Research, Inc. or any of its executive officers, directors or controlling persons and the Company or any of its executive officers, directors or controlling persons (other than license agreements previously disclosed between Boyd Research, Inc., Splint Decisions Inc. and the Company—all of which have been disclosed in this filing).

(E)

Exemptions Relied Upon by the Company to Issue Common Shares.

In agreeing to issue to Splint Decisions Inc. and its shareholders James P. Boyd and Timothy Dixon shares of the Company’s common stock pursuant to the Common Stock Share Exchange Agreement, the Company is relying on the following exemptions from the registration requirements of Section 5 of the SEC Act:

The first is Section 4.6—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to the Securities Act that exempts from registration offers and sales of securities to accredited investors when the total offering price is less than $5 million; the Company did not engage in public advertising or solicitation in connection with the transaction; and, the shares issued by the Company contain re-sale restrictions.

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Regarding the Common Stock Share Exchange Agreement, James P. Boyd and Timothy Dixon both represented that their income over the last two years was in excess of $200,000.00, thus qualifying both Dr. Boyd and Mr. Dixon as Accredited Investors pursuant to Rule 501(a)(6). It should also be noted that Rule 501(a)(8) indicates that an entity qualifies as an accredited investor where all of its equity owners are accredited investors. Since both Dr. Boyd and Mr. Dixon are accredited investors, and are the only equity owners of Splint Decisions Inc., Splint Decisions Inc. is therefore considered an accredited investor. The Company did not advertise or solicit Splint Decisions Inc., James P. Boyd or Timothy Dixon with regards to the Common Stock Share Exchange Agreement and the shares issuable pursuant thereto will be “Restricted Shares” pursuant to Rule 144.

The second exemption is Section 4.2—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to of the Securities Act which provides that an issuer may sell an unlimited amount of stock to accredited investors without general solicitation or advertising as long as the issuer answers questions, delivers documents to participating non-accredited investors, provides financial statements consistent with Rule 505 and issues restricted shares.

Regarding the Common Stock Share Exchange Agreement, and as stated above, Splint Decisions Inc., Dr. Boyd and Mr. Dixon all qualify as accredited investors per the disclosure above and the Company did not advertise or publicly solicit them with regards to the Common Stock Share Exchange Agreement. Additionally, Splint Decisions Inc., Dr. Boyd and Mr. Dixon were afforded the opportunity to review documents, ask questions and review the Company’s Exchange Act reports that were certified by an independent public accountant. Finally, and as agreed to in the Common Stock Share Exchange Agreement included with this filing, the Company will only issue restricted shares to Splint Decisions Inc., Dr. Boyd and Mr. Dixon who expressly represented to be acquiring said shares as an investment without a view towards any public distribution.

AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.

On November 16, 2010, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to change the name of the Company to “Therapeutic Solutions International, Inc.”  On November 16, 2010, the Company received a written consent in lieu of a meeting of stockholders from the holders of 20,400,000 shares of Common Stock (representing 71.05% of the issued and outstanding shares of Common Stock) approving the Actions.

(A)

Purpose of Changing the Name of the Company.

On November 16, 2010 the Company entered into a material definitive agreement with Splint Decisions entitled “Common Stock Share Exchange Agreement.” This event was reported on Form 8-K with the Securities and Exchange Commission. Inter alia, the Company and Splint Decisions agreed to an exchange of common stock whereby the Company would acquire all of the issued and outstanding shares of Splint Decisions common stock, which comprises all classes of stock issued by Splint Decisions. Further, and as a condition precedent to the closing of the material definitive agreement, the Company agreed to amend its articles of incorporation to change its name to Therapeutic Solutions International, Inc. By virtue of the Common Stock Share Exchange Agreement between the Company and Splint Decisions, the Company’s operations going forward are focused on the development, marketing and sales of the “Total Splint System,” a multi-diagnostic, multi-therapeutic one-step mouthpiece system that is planned to be marketed to licensed dental practitioners. The Company’s board of directors believes that it is in the Company’s best interest to have the Company change its name to more accurately reflect the future business and operations of the Company.

AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO INCREASE AUTHORIZED SHARES.

On November 16, 2010, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to increase the number of the Company’s authorized common shares from seventy million to seven hundred million shares. The Company’s Board of Directors specifically took no action regarding the Company’s one class of 5,000,000 preferred shares none of which are issued and outstanding. On May 17, 2010, the Company received a written consent in lieu of a meeting of stockholders from the holders of 20,400,000 shares of Common Stock (representing 71.05% of the issued and outstanding shares of Common Stock) approving the Actions.

The Board of Directors believes that this increase in the number of authorized shares is in the best interest of the Company in that it will provide the Company with the available shares required to complete its obligations under the Common Stock Share Exchange Agreement with Splint Decisions. under which the Company is obligated to issue 235,491,933 shares to James P. Boyd, D.D.S. and 15,031,400 shares to Timothy Dixon in exchange for all of the issued and outstanding shares of Splint Decisions. Additionally, the increase in the authorized number of shares could be issued for various corporate purposes, including but not limited to acquisitions, stock dividends, stock splits, and stock options, all as the Board of Directors determines to be reasonably prudent in its discretion. It should be noted that except for the completion of the Company’s obligations pursuant to the Common Share Exchange Agreement, the Company has no planned or anticipated corporate actions to issue any of the balance of shares subject to the increase in the authorized number of shares.

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(A)

No Action Is Being Taken Regarding The Company’s Preferred Shares.

Neither the Company’s Board of Directors or the action of the majority of shareholders eligible to vote regarding this Information Statement have taken any action regarding the Company’s Preferred Class of Common Stock, none of which is issued and outstanding.

(B)

Description of The Company’s Securities Subject To The Authorized Increase.

The authorized capital stock consists of 70,000,000 shares of common stock at a par value of $0.001 per share. 70,000,000 are designated as Common Stock. The Company also has authorized capital stock of 5,000,000 that are undesignated Preference Shares none of which are issued and outstanding.

 

(C)

Current Capitalization.

As of November 16, 2010, the Company had 28,710,000 outstanding shares of Common Stock.  The Company has not issued any of the undesignated Preference Shares.    

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.

There is no fixed rate of dividends payable to holders of the Company’s common shares. Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of the common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the common stock.

 

(D)

A Description of the Transaction in Which the Securities Are to be Issued.

The Company entered into a Material Definitive Agreement with Splint Decisions on November 16, 2010 and this fact was reported on Form 8-K filed with the Commission on November 18, 2010.

The agreement provides in pertinent part that the Company will exchange 250,523,333 shares of its common stock for one hundred percent of the issued and authorized shares of Splint Decisions equal to 1,000 issued shares. The Company presently has authorized shares in the amount of 70,000,000 common shares and 5,000,000 unissued and unclassified preferred shares. As of November 16, 2010, the Company has issued and outstanding common shares of 28,710,000, leaving a balance of outstanding by unauthorized common shares of 41,290,000 common shares. None of the Company’s unclassified preferred shares have been issued to date. The Company has no plans to issue any of the unclassified preferred shares at this time. By virtue of the increase in the authorized number of shares, the Company intends to utilize the present balance of unissued authorized shares in addition to 209,233,333 additional shares from the number of common shares subject to the increase in the authorized number to equal 250,523,333 restricted common shares that it is obligated to transfer to the Splint Shareholders pursuant to the Material Definitive Agreement. The Company has no other plans to issue any other common stock subject to the increase in authorized shares at this time.

Pending the closing, which is set for not later than January 31, 2011, the Company will act to complete the amendments to its articles of incorporation: (i) Change the name of the Company to Therapeutic Solutions International, Inc.; and, (ii) Increase the number of authorized shares to seven hundred million from seventy million shares. Upon completion of the aforementioned, the closing of the transaction will proceed. Friendly Auto Dealers, Inc. intends to act consistent with its by-laws and the Nevada Revised Statutes to complete these actions, whereupon Friendly Auto Dealers, Inc. will make the appropriate filings with the Commission as applicable.

The reason for the proposed transaction involving the increase to the Company’s authorized shares is the Company found it desirable after conducting due diligence to acquire the business of Splint Decisions. The Company did not have sufficient cash on hand to purchase the issued and outstanding shares of Splint Decisions common stock, and therefore negotiated a common stock exchange whereby it would transfer 250,523,333 shares of its restricted common stock as consideration for all of the issued and outstanding shares of Splint Decisions.

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(E)

Exemptions Relied Upon by the Company to Issue Common Shares.

In agreeing to issue to Splint Decisions Inc. and its shareholders James P. Boyd and Timothy Dixon shares of the Company’s common stock pursuant to the Common Stock Share Exchange Agreement, the Company is relying on the following exemptions from the registration requirements of Section 5 of the SEC Act:

The first is Section 4.6—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to the Securities Act that exempts from registration offers and sales of securities to accredited investors when the total offering price is less than $5 million; the Company did not engage in public advertising or solicitation in connection with the transaction; and, the shares issued by the Company contain re-sale restrictions.

Regarding the Common Stock Share Exchange Agreement, James P. Boyd and Timothy Dixon both represented that their income over the last two years was in excess of $200,000.00, thus qualifying both Dr. Boyd and Mr. Dixon as Accredited Investors pursuant to Rule 501(a)(6). It should also be noted that Rule 501(a)(8) indicates that an entity qualifies as an accredited investor where all of its equity owners are accredited investors. Since both Dr. Boyd and Mr. Dixon are accredited investors, and are the only equity owners of Splint Decisions Inc., Splint Decisions Inc. is therefore considered an accredited investor. The Company did not advertise or solicit Splint Decisions Inc., James P. Boyd or Timothy Dixon with regards to the Common Stock Share Exchange Agreement and the shares issuable pursuant thereto will be “Restricted Shares” pursuant to Rule 144.

The second exemption is Section 4.2—the Accredited Investor Exemption—contained in Rule 506 of Regulation D pursuant to of the Securities Act which provides that an issuer may sell an unlimited amount of stock to accredited investors without general solicitation or advertising as long as the issuer answers questions, delivers documents to participating non-accredited investors, provides financial statements consistent with Rule 505 and issues restricted shares.

Regarding the Common Stock Share Exchange Agreement, and as stated above, Splint Decisions Inc., Dr. Boyd and Mr. Dixon all qualify as accredited investors per the disclosure above and the Company did not advertise or publicly solicit them with regards to the Common Stock Share Exchange Agreement. Additionally, Splint Decisions Inc., Dr. Boyd and Mr. Dixon were afforded the opportunity to review documents, ask questions and review the Company’s Exchange Act reports that were certified by an independent public accountant. Finally, and as agreed to in the Common Stock Share Exchange Agreement included with this filing, the Company will only issue restricted shares to Splint Decisions Inc., Dr. Boyd and Mr. Dixon who expressly represented to be acquiring said shares as an investment without a view towards any public distribution.

(F)

Effect on Shareholders

The issuance by the Company of the shares subject to the Common Share Exchange Agreement with Splint Decisions will dilute both the equity interests and the earnings per share, if any, of existing holders of the common stock. When the consummation of the Common Stock Share Exchange Agreement occurs, all of the Company’s shares so issued will have voting and other rights identical to those of the currently authorized shares of common stock. There is no accounting consequence to the increase in authorized shares and there would be no change to total stockholders’ deficit or earnings per share from an increase in authorized shares.

As noted, as a result of the closure of the Common Share Exchange Agreement dilution will occur to our present shareholders. However, it is the business judgment of our Board of Directors that any dilution to our present shareholders is mitigated by the quality and potential of the business opportunities presented by acquiring the Splint Decisions Inc. exclusive intellectual property licenses. Additionally, the Board is of the opinion that, while Dr. Boyd and Boyd Research, Inc. has no new products currently known by the Company to be in a phase of research and development that would allow them to be additional consideration for the Common Stock Share Exchange Agreement, that establishing and closing the Common Stock Share Exchange Agreement may lead to further acquisition opportunities for the Company and its shareholders.

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(G)

Possible Anti-Take Over Effects Of The Increase In Authorized Shares Of Common Stock

In addition to the corporate purposes discussed herein, an increase in the number of authorized but unissued common shares may, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such authorized shares to be issued to holders who might side with the Board in opposing a takeover bid that the Board of Directors determines is not in the best interests of the Company and our shareholders. The increased unissued but authorized shares, therefore, may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increased number of unissued shares may limit the opportunity for the Company’s shareholders to dispose of their shares at a higher price that may be available in a takeover attempt or under a merger proposal. The increased unissued shares may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that shareholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors is not aware of any attempt to take control of the Company and the Board of Directors did not approve an increase in the number of the Company’s authorized common stock with the intent that it be utilized as a type of anti-takeover device.

(H)

Effectiveness of the Share Increase

The Share Increase will be effective upon the filing of the amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada, the Company's state of incorporation.  Currently, the Company plans to file the amendment to its Articles of Incorporation, in the form appended hereto prior to effectiveness of the merger. There can be no assurance that the merger or related transactions will be completed.

(I)

Amendments to the Articles of Incorporation

When filed with the Nevada Secretary of State, Paragraph 3 of the Company's Articles of Incorporation shall be amended to read in its entirety as follows:

"The aggregate number of shares which the Corporation shall have authority to issue shall consist of 700,000,000 shares of common stock having a $0.001 par value, and 5,000,000 shares of Preferred Stock having a $0.001 par value. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval of the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolutions or resolutions."

When filed with the Nevada Secretary of State, Paragraph 1 of the Company’s Articles of Incorporation shall be amended to reread in its entirety as follows:

“Name of Corporation: Therapeutic Solutions International, Inc.”

QUESTIONS AND ANSWERS ABOUT THE ACTIONS AND THE TRANSACTION

The Following are questions and related answers that may address some your questions regarding: (i) the “Actions” noted above to increase the authorized shares and change the name of the Company; and, (ii) the pending transaction between Friendly Auto Dealers, Inc. and Splint Decisions, and related matters. These questions and answers may not contain all of the information relevant to you. These questions and answers do not purport to summarize all material information relating to the Common Stock Share Exchange Agreement (the “Transaction”), or any of the other matters discussed in this information statement, and are subject to, and are qualified in their entirety by, the more detailed information contained or incorporated by reference in or attached to this information statement. Therefore, please carefully read this information statement, including the attached exhibits, in its entirety.

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Q: Why is the Company entering into the transaction?  

 

A: The Company believes that acquiring the outstanding stock and business of Splint Decisions presents an opportunity to enhance stockholder value for the Company. Friendly Auto Dealers, Inc. is a development stage or start up company incorporated on August 6, 2007, whose business plans are not fully implemented and realized. The Company has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. The Company has not begun active operations and has not generated any revenues thus far.  The Company determined that Splint Decisions has substantial business assets and opportunities, but there is no public market for its common stock. The Company believes that its acquisition of Splint Decisions could provide liquidity for Friendly Auto Dealers, Inc. investors and provide the Company with increased visibility within the investor community. The acquisition will also provide the Company with the potential of raising additional capital to finance further development of the acquired Splint Decisions products and services if needed. The Company’s stockholders will be able to participate in the growth and opportunities that result from the transaction.

Q: What will happen in the transaction?

 

A: In the proposed transaction, the Company will exchange 250,523,333 shares of its common stock as consideration for all 1,000 shares constituting all of the issued and outstanding shares of Splint Decisions and acquire the patents, patent applications and related intellectual property that Splint Decisions now controls by license agreements that are appended hereto. In connection with the common stock share exchange, the Company will change its name to “Therapeutic Solutions International, Inc.” The Common Stock Share Exchange Agreement and amendments, which govern the transaction, are appended to this information statement. You are encouraged to read them carefully.

 

Q: Is the transaction contingent on the name change and increase in the number of authorized shares?

A: Yes.  Completion of the Common Share Exchange Agreement is contingent on approval of Action No. 1 (the Name Change) and No. 2 (the Increase in Authorized Shares). Therefore, if the Company does not successfully complete Actions 1 and 2, the transaction would fail, as we would not have sufficient shares of common stock to complete the Transaction.

Q: When does the Company expect to complete the transaction?

 

A: Friendly Auto Dealers, Inc. and Splint Decisions are working to complete the merger as quickly as practicable, and expect to complete the Transaction by January 31, 2011; however, the exact timing cannot be predicted, and the Company may need to obtain an extension of from Splint Decisions in order to facilitate and complete the conditions to closing the Transaction noted directly above.

 

Q: Do I have appraisal or dissenters rights?

 

A: No. Under Nevada law and the Company’s articles of incorporation and bylaws, no stockholder has any right to dissent to the proposed amendments, and no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to such amendments to the Company’s articles of incorporation.

 

Q: Whom should I call with questions?

 

A: If you have any questions about the proposed Transaction or if you need additional copies of the information statement or the enclosed information, please call or write:

Friendly Auto Dealers, Inc./Attention: Mr. Stephen Chu, Mr. Gerry Berg

4132 S. Rainbow Blvd. Suite 513

Las Vegas, NV 89103

(702) 321-6876

Q: Did the Splint Decisions stockholders approve the transaction?

 

A: Yes. The holders of a majority of the issued and outstanding common stock of Splint Decisions considered, voted on and adopted the proposal to approve entering into the Transaction contemplated by the Common Stock Share Exchange Agreement, and the operative documents are appended to this filing.

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Q: Will my rights as a Friendly Auto Dealers, Inc. stockholder change as a result of the transaction?

 

A: No. The articles of incorporation of Friendly Auto Dealers, Inc. are being amended only with respect to the name of the Company and the number of shares of common stock the Company may issue. Your rights as a Friendly Auto Dealers, Inc. stockholder pursuant to the Company’s by-laws and Nevada law will not change.

Q: What will happen if the transaction is not completed?

 

A: If the transaction were not completed for any reason, both Friendly Auto Dealers, Inc. and Splint Decisions would return to their respective positions as if the Transaction never occurred, and the Company will return to its present business plans as described in this Information Statement. Both companies will incur expenses associated with attempting to effectuate the Transaction. The failure to consummate the merger could have an adverse impact on the price and trading of the Company’s common stock.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF NOVEMBER 16, 2010, AND POST CLOSURE OF THE COMMON STOCK SHARE EXCHANGE

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.

Also included in the table is information as of the Closing Date of the Common Stock Share Exchange Agreement with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.

		Number of shares		Percent of shares
Name of Beneficial Owner		Beneficially owned		outstanding
		Nov 16, 2010 over 5%		Nov 16, 2010
Gemini Consulting, LLC		6,500,000		22.64%
Tad Mailander		5,500,000		19.16%
Gerry Berg		5,700,000		19.85%
All directors and executive officers as a group Nov 16, 2010		5,700,000		19.85%
		Number of shares		Percent of shares
		Beneficially owned		outstanding
		upon closing over 5%		upon closing
Dr. James Boyd		235,491,933		79.90%
Timothy Dixon		15,031,400		5.10%
All directors and executive officers as a group upon closing		250,523,333		85.00%

FEDERAL TAX CONSEQUENCES OF THE PROPOSALS

There are no tax consequences to either the proposal to change the name of the Company, or the proposal to increase the Company’s number of authorized common shares.

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STATEMENT THAT PROXIES ARE NOT SOLICITED

The Company is not asking for a Proxy and Shareholders are not required to send us a Proxy.

INTEREST OF CERTAIN OFFICERS AND DIRECTORS OVER THE PAST CURRENT FISCAL YEAR.

Set forth below is the substantial interest, direct or indirect, by security holdings or otherwise, of each person who has been a director or officer of the Company at any time since the beginning of the last fiscal year in the matters that action was taken upon by majority shareholder action as described in this Information Statement on Schedule 14C:

Title of Class	Name and Address		Number of Shares Owned(1)			Percent of Voting Power(2)
Directors and Executive Officers
Common	Tony Lam (3) 4132 South Rainbow, Ste. 514 Las Vegas, NV 89103			1,000,000			3.48%
Common	Ming R. Cheung (4) 5989 Poplar Tree Street Las Vegas, NV 89148			750,000			2.61%
Common	Gerry Berg (5) 270 F El Camino Real, #215 Encinitas, CA 92024			5,700,000			19.85%
Common	All Officers and Directors as a Group (3 persons)			7,450,000			25.94%

(1) Unless otherwise indicated, the shares are beneficially owned of record by the persons named in the table.

(2) Based on 28,710,000 issued and outstanding shares of common stock on November 16, 2010.

(3) Mr. Tony Lam was the sole original director of the Company. On March 5, 2010, Mr. Lam resigned his office as a director, whereupon Ming R. Cheung was nominated and elected director of the Company.

(4) Ms. Ming R. Cheung was elected as a director of the company effective March 5, 2010. Ms. Cheung resigned as a director on May 19, 2010.

(5) Mr. Gerry Berg was elected as a director of the Company effective May 19, 2010.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Other than as described below, for the fiscal year ended December 31, 2010, there were no transactions with related persons that are required to be disclosed in this Information Statement.  

ADDITIONAL PROPOSALS BY SECURITY HOLDERS

No security holder has requested the Company to include any additional proposals in this Information Statement.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

No officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director nominee of the Company.  No director of the Company has informed the Company that he intends to oppose the proposed actions to be taken by the Company as set forth in this Information Statement.

OTHER AND GENERAL INFORMATION

The Company files reports with the Securities and Exchange Commission (the “SEC”).  These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to securities laws.  You may read and copy materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the security holders.  The Company shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.  A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at 4132 S. Rainbow Blvd. Suite 513 Las Vegas, NV 89103, or by calling the Company at (702) 321-6876.  A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.

ADDITIONAL DISCLOSURE WITH RESPECT TO THE PROPOSALS

(A)

Regulatory Approvals for the Common Share Stock Exchange Agreement.

No federal or state regulatory requirements must be complied with or approval must be obtained in connection with the transaction, with the exception of the following:  1) The increase in the authorized common stock of the Company from 70,000,000 to 700,000,000,000 shares and the change in the Company’s corporate name from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc. must have been approved as disclosed pursuant to this Information Statement on Schedule 14C and an amendment to the Company’s Articles of Incorporation must be filed with the Secretary of State of Nevada to effect the increase in capital and name change; and 2) The Commission must have reviewed the disclosures contained in this Information Statement on Schedule 14C and determined that it has  no further comments.  

(B)

Reports, Opinions, Appraisals.

No report, opinion or appraisal materially relating to the transaction has otherwise been received from an outside party, and is referred to in this Information Statement on Schedule 14C.  

(C)

Federal Income Tax Treatment.

The Company’s management believes that the Share Exchange will constitute a tax free exchange within the meaning of Internal Revenue Code Sections 368(a)(1)(B) and 351. However, none of the parties is seeking tax counsel or legal or accounting opinions on whether the Common Stock Share Exchange qualifies for tax free treatment and tax-free treatment of the Common Stock Share Exchange is not a condition precedent to the obligations of the parties to the Agreement. There can be no assurance that the Company’s shareholders will receive tax-free treatment.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO HIM OR HER AND THE PARTICULAR TAX EFFECTS TO SUCH HOLDER OF THE COMMON STOCK SHARE EXCHANGE, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND OTHER INCOME TAX LAWS.

(D)

Authorization or Issuance of Securities Otherwise than for Exchange.

The Company presently has two classes of common stock designated as follows: (1) Common Stock; and, (2) Preferred Stock. Presently, the total number of these two classes of stock that are authorized to be issued are as follows: Common Stock: 70,000,000; and, Preferred Stock: 5,000,000. The par value for both classes of common stock is $0.001 per share.

Non-cumulative dividends are payable to holders of common stock, but there is no fixed rate of dividends payable to holders of the Company’s common shares. Holders of common stock are entitled to share without preference in all dividends that the board of directors, in its discretion, declares from legally available funds. Any dividends that are payable in the discretion of the board of directors are not convertible or redeemable.

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of the Company’s capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation. There are no provisions of the Company’s charter or by-laws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to an extraordinary corporate transaction involving the Company, including but not limited to a merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.

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Pursuant to the terms of the Common Stock Share Exchange Agreement, the Company will exchange 250,523,333 shares of its common stock for one hundred percent of the issued and authorized shares of Splint Decisions equal to 1,000 issued shares. The Company presently has authorized shares in the amount of 70,000,000 common shares and 5,000,000 unclassified preferred shares. As of November 16, 2010, the Company has issued and outstanding common shares of 28,710,000, leaving a balance of outstanding by unauthorized common shares of 41,290,000 common shares. None of the Company unclassified preferred shares have been issued to date. By virtue of the increase in the authorized number of common shares, the Company intends to utilize the present balance of unissued authorized common shares in addition to 209,233,333 additional common shares from the number of common shares subject to the increase in the authorized number to equal 250,523,333 common shares that it is obligated to transfer to the Splint Shareholders pursuant to the Common Stock Share Exchange Agreement. The Company has no other plans to issue any other common stock subject to the increase in authorized shares at this time.

Pending the closing, which is set for not later than January 31, 2011, the Company will act to complete the amendments to its Articles of Incorporation: (i) Change the name of the Company to Therapeutic Solutions International, Inc.; and, (ii) Increase the number of authorized shares from seventy million shares to seven hundred million. Upon completion of the aforementioned, the closing of the transaction will proceed. The Company intends to act consistent with its by-laws and the Nevada Revised Statutes to complete these actions, whereupon the Company will make the appropriate filings with the Commission as applicable.

The reason for the proposed transaction involving the increase to the Company’s authorized common shares is the Company found it desirable after conducting due diligence to acquire rights to the intellectual properties and business of Splint Decisions. The Company did not have sufficient cash on hand to purchase the issued and outstanding shares of Splint Decisions common stock, and therefore negotiated a common stock share exchange whereby it would transfer 250,523,333 shares of its common stock as consideration for all of the issued and outstanding shares of Splint Decisions equaling 1,000 common shares.

FINANCIAL AND OTHER INFORMATION

The Company’s Interim Unaudited Financial Statements for the nine months ending September 30, 2010 and September 30, 2009 as set forth as Appendix A to this Information Statement.

The Company’s Audited Financial Statements for the years ended December 31, 2009 and December 31, 2008 are set forth in Appendix B to this Information Statement.

The audited consolidated financial statements of Splint Decisions from September 21, 2010 to September 30, 2010 are set forth in Appendix C.

 

The combined unaudited pro-forma financial statements of the Company and Splint Decisions are set forth in Appendix D.

 

The Common Stock Share Exchange Agreement dated November 16, 2010 is set forth in Appendix E.

The Exclusive Licensing Agreement from Boyd Research, Inc. to Splint Decisions Inc. dated October 22, 2010 is set forth in Appendix G.

The Agreement for the Assignment of an Exclusive License Agreement for Intellectual Property Including Patents and Patents Pending from Splint Decisions Inc. and Boyd Research, Inc. to Friendly Auto Dealers, Inc. dated November 16, 2010 is set forth in Appendix H.

DESCRIPTION OF THE BUSINESS OF FRIENDLY AUTO DEALERS, INC.

Friendly Auto Dealers, Inc. (“The Company”) is a development stage enterprise that was incorporated on August 6, 2007, under the laws of the State of Nevada.

 

The principal offices are located at 4132 South Rainbow Boulevard, Suite 514, Las Vegas, Nevada. The telephone number is (925) 234-1783. The fax number is (702) 939-0655.

 

Since becoming incorporated, the Company has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Its fiscal year end is December 31^st.

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(A)

Original Business Plan.

The genesis of the Company’s business was to enter into and to exploit the promotional branding industry. The Company’s original business plan focused on acquiring, either outright or by license, the legal copyrights and trademarks of corporate clients specifically dealing with the world’s automobile manufacturers. The next step of the business plan included taking the acquired intellectual property and then entering into manufacturing joint ventures to produce a variety of products for sale either by wholesale to corporate entities for gifting or promotional purposes, or retail through established retail outlets, and adding value to the manufactured products with the inclusion of the corporate logos, copyrights or trademarks. The Company’s original plans focused on concentrating its efforts in the People’s Republic of China and its retail automotive industry.  The Company developed certain trade secret affiliations and network connections in the People’s Republic of China through its Pacific Rim Consultant Mr. Stephen Chu, and specifically focused on the automobile marketing and merchandising industry that were the primary focal point of marketing the Company’s services. The Company’s initial focus has been to identify a range of casual apparel and consumer products that can be manufactured and resold for high mark-ups with the product endorsement of corporate logos, and then seek out large to mid-size companies, who are using logo bearing apparel, essential office products, and leisure products for their employees as well as for gifts for customers and sale outright in the retail chain of commerce.

(B)

Friendly Development Efforts Past and Present.

A number of independent factors led the Company on May 27, 2009 to announce that due to the worldwide economic downturn in combination with financial difficulties it had in implementing its business plans to decide to begin dedicated exploration of new business opportunities using its existing contacts with the People’s Republic of China. In a letter to the shareholders dated May 28, 2009, the Company’s sole director Mr. Tony H. Lam characterized the Company’s development efforts as a restructuring or redirection of the Company’s business.

(C)

Excellent Auto Dealers, Inc.

On September 8, 2009 the Company announced its entry into negotiations and a non-binding memorandum of understanding with the Chinese automobile syndicate Excellent Auto Dealers, Inc., a corporation formed and operating in good standing in the British West Indies whose principal place of business is in the Peoples Republic of China and more particularly in the Province of Guangzhou. The Company’s efforts focused on a possible merger with Excellent Auto Dealers, Inc.’s business that consisted of the ownership and operation of a cluster of automobile dealerships in the Province of Guangzhou. The non-binding memorandum of understanding required both Excellent Auto Dealers, Inc. and the Company to enter into due diligence disclosures and investigations necessary for each entity to adequately assess the advisability and propriety of entering into a material definitive agreement.

The Company began its disclosures and requested certain audited financial information from Excellent Auto Dealers, Inc. This information was not forthcoming. The Company continued efforts at cooperative communications with Excellent Auto Dealers, Inc. but concluded that the requisite information from Excellent was not going to be forthcoming and so the Company announced on March 23, 2010 that it decided to terminate due diligence and dissolve the non-binding memorandum of understanding based upon non-cooperation of Excellent Auto Dealers, Inc.

(D)

TMD Courses, Inc.

Prior to announcing the efforts concerning Excellent Auto Dealers, Inc., the Company communicated with other possible business concerns that offered possible synergy with the Company. One such entity was TMD Courses, Inc., a California corporation. When it became clear to the Company that significant intractable obstacles existed in conducting effective due diligence with Excellent Auto Dealers, Inc., it sought to capture some of its previous opportunities, one of which was TMD Courses, Inc.

TMD Courses, Inc. possessed certain intellectual property licenses to certain patented and FDA approved medical devices whose primary applications included the treatment of migraine headaches. On May 17, 2010, the Company entered into a material definitive agreement not made in the ordinary course of its business with TMD Courses, Inc. that was fashioned as a tax-exempt exchange of common stock and set a Closing Date of July 31, 2010. The material definitive agreement did not close by July 31, 2010. Thus, by the operation of the expiration of time, the material definitive agreement terminated. The Company incurred no termination penalties as the result of the termination of the material definitive agreement.

(E)

Splint Decisions Inc.

On November 16, 2010, the Company entered into a material definitive agreement not made in the ordinary course of its business with Splint Decisions and filed Form 8-K with the Commission reporting the entry of the material definitive agreement on November 18, 2010. No material relationships exist between the registrant Friendly Auto Dealers, Inc. or any of its affiliates and Splint Decisions Inc. and any of its affiliates or control persons.

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The agreement provides in pertinent part that Friendly Auto Dealers, Inc. will exchange 250,523,333 shares of its common stock for one hundred percent of the issued and authorized shares of Splint Decisions Inc. Pending the closing, which is set on or before January 31, 2011, Friendly Auto Dealers, Inc. will act to complete the amendments to its articles of incorporation: (i) Change the name of the Company to Therapeutic Solutions International, Inc.; and, (ii) Increase the number of authorized shares from seventy million shares to seven hundred million. Upon completion of the aforementioned, the closing of the transaction will proceed.

(F)

Legal Proceedings.

The Company is not involved in any pending or threatened legal proceedings.

(G)

Property.

The Company leases its corporate offices at the following location: 4132 South Rainbow Road, Suite 514 Las Vegas, Nevada 89103.

(H)

Employees.

There are no employees of the Company.

Management’s Discussion and Analysis or Plan of Operations

(A)

Forward Looking Statements.

This Information Statement on Schedule 14C contains forward-looking statements. To the extent that any statements made in this Report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties are outlined in “Risk Factors” and include, without limitation, the Company’s ability to raise additional capital to finance the Company’s activities; the effectiveness, profitability, and the marketability of its products; the future trading of the Common Stock of the Company; the ability of the Company to operate as a public company; the Company’s ability to protect its proprietary information; general economic and business conditions; the volatility of the Company’s operating results and financial condition; the Company’s ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in the Company’s filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this Report is included based on information available to the Company that it believes is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis.

All references to the “Company,” “we,” “our” and “us” for periods prior to the closing of the Common Stock Share Exchange Agreement refer to Friendly Auto Dealers, Inc.

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Special cautionary statement concerning forward-looking statements” and “Risk factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

(B)

Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009.

(1)

Liquidity.

(a)

Operating Activities.

Net cash used in operating activities totaled $188,716 for the nine months ended September 30, 2010, compared to net cash used in operating activities of $370 for the same period in 2009. Net cash used in operating activities totaled $0 for the six months ended June 30, 2010, compared to net cash used in operating activities of $370 for the same period in 2009.

(b)

Investing Activities.

 

Net cash used in investing activities totaled $0 for the nine months ended September 30, 2010, as compared to the net cash used in investing activities of $0 for nine months ended September 30, 2009. The Company has not engaged in investing activities since its inception.

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(c)

Financing Activities.

Net cash provided by financing activities totaled $18,716 for nine months ended September 30, 2010, as compared to $0 provided by financing activities for the nine months ended September 30, 2009.

The Company knows of no trend or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant's liquidity increasing or decreasing in any material way.

The Company has not generated any revenue. Management has determined that it must obtain funding for the continuation of its business.  There can be no guarantee or assurance that management will be successful in accomplishing obtaining additional funds.  Investors must be aware that failure to do so would result in a complete loss of any investment made into the Company

(2)

Capital Resources.

Presently, the Company has no material commitments for capital expenditures as of the end of the nine months ending September 30, 2010. The Company historically sought and continues to seek financing from private sources to move its present business plan forward.  In order to satisfy the financial commitments necessary, the Company relies upon private party financing that has inherent risks in terms of availability and adequacy of funding.

As of September 30, 2010, we have $1 of cash available.  We have current liabilities of $24,902.  From the date of inception (August 6, 2007) to September 30, 2010, the Company has recorded a net loss of $2,101,659. As of September 30, 2010, we had 28,710,000 shares issued and outstanding.  We will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business.

On March 26, 2010 the Company’s stock was deleted from trading on the Over-the-Counter Bulletin Board (OTCBB) where it has traded since its inception as a public company. The reason for the deletion was the absence of an OTCBB market maker making a market for the Company’s common stock pursuant to FINRA Rule 6540. The Company is presently working with an OTCBB market maker to submit the proper filings to return to OTCBB trading on the Over-the-Counter Bulletin Board.

Until then, our common stock is quoted on the OTCQB Market (Pink Sheets) under the ticker symbol FYAD. The stock trades are limited and sporadically; there is no established public trading market for our common stock.  Failure to raise additional capital for the Company will result in business failure and a complete loss of any investment made into the Company's common stock.

(3)

Results of Operations.

Professional fees for the three months ended September 30, 2010 was $84,529 as compared to $393,283 for the period ended September 30, 2009, a decrease of $308,754.  Professional fees for the nine months ended September 30, 2010 were $455,507 as compared to $926,302 at September 30, 2009, a decrease of $470,795.   These decreases were attributed to the Company’s 2009 international efforts to research, evaluate, draft documents, and meet and confer regarding the Excellent Auto Dealers transaction that was first announced in August 2009. The Company incurred legal fees and expenses related to: (i) the drafting and execution of the memorandum of understanding; (ii) conducting of international due diligence; and (iii) efforts to resolve due diligence issues including obtaining and reviewing audited financials for Excellent Auto Dealers, Inc. Additional 2009 legal fees were incurred as the result of the termination of the memorandum of understanding with Excellent Auto Dealers, Inc.

Net loss for the three months ended September 30, 2010 was $82,029 as compared to $393,283 for the three months ended September 30, 2009 a decrease of $311,254.  Net loss for the nine months ended September 30, 2010 was $455,156 as compared with $1,099,572 for the nine months ended September 30, 2009 a decrease of $644,416.  The reduction of loss for the periods was mainly due to decrease of professional fees and decrease in officer compensation by $170,000 resulting from a lower valuation of common shares issued for services in 2010 when compared to 2009.

(C)

Fiscal Year Ended December 31, 2009 as Compared to the Fiscal Year Ended December 31, 2008.

(1)

Operating Activities.

Net cash used in operating activities totaled $795 for the fiscal year ended December 31, 2009, compared to net cash used in operating activities of $107,608 for the fiscal year ended December 31, 2008.

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(2)

Investing Activities.

Net cash used in investing activities totaled $0 for the fiscal year ended December 31. 2009, as compared to the net cash used in investing activities of $0 for fiscal year ended December 31, 2008.

 

(3)

Financing Activities.

Net cash provided by financing activities totaled $425 for the fiscal year ended December 31, 2009, as compared to $54,180 provided by financing activities for the fiscal year ended December 31, 2008.

The Company knows of no trend or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant's liquidity increasing or decreasing in any material way.

The Company has not generated any revenue. Management has determined that it must obtain funding for the continuation of its business.  There can be no guarantee or assurance that management will be successful in accomplishing obtaining additional funds.  Investors must be aware that failure to do so would result in a complete loss of any investment made into the Company

(4)

Capital Resources.

Presently, the Company has no material commitments for capital expenditures as of the end of the fiscal year ended December 31, 2009. The Company historically sought and continues to seek financing from private sources to move its present business plan forward.  In order to satisfy the financial commitments necessary, the Company relies upon private party financing that has inherent risks in terms of availability and adequacy of funding.

(5)

Results of Operations.

Liquidity and Capital Resources. At the end of fiscal year 2009 we had $1 of cash on hand and available we had liabilities of $12,897. We must secure additional funds in order to continue our business. We will be required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees.  We believe that we will be able to obtain this loan from a current shareholder of the Company; however we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status (estimated at $20,000 for fiscal year 2010).  Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.

Results of Operations. We have not begun operations and we have not generated any revenues.  Since inception we have incurred a loss of $1,646,503.

Net loss for the year ended December 31, 2099 was $1,537,694 as compared to $91,548 for the year ended December 31, 2008 an increase of $1,446,146.    The increase in loss was mainly due to increase of professional fees for the fiscal year.

Professional fees for the year ended December 31, 2009 was $1,364,424 as compared to $58,115 for the period ended December 31, 2008, an increase of $1,306,309. This increase was attributed to the Company’s 2009 international efforts to research, evaluate, draft documents, and meet and confer regarding the Excellent Auto Dealers transaction that was first announced in August 2009. The Company incurred legal fees and expenses related to: (i) the drafting and execution of the memorandum of understanding; (ii) conducting of international due diligence; and (iii) efforts to resolve due diligence issues including obtaining and reviewing audited financials for Excellent Auto Dealers, Inc. Additional 2009 legal fees were incurred as the result of the termination of the memorandum of understanding with Excellent Auto Dealers, Inc.

(6)

Critical Accounting Policies and Estimates.

The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2010.  As of September 30, 2010 the Company has not identified any critical estimates that are used in the preparation of the financial statements.

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(7)

Recently Issued Accounting Pronouncements.

ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

(8)

Cautionary Factors that may Affect Future Results.

This Information Statement and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expects,” “plans,” “will,” “estimates,” “forecasts,” “projects” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements.  These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially on Forms 10-K, 10-Q and 8-K.

(9)

Risk Factors Related to Our Present Business.

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.

 

We currently do not have adequate funds to cover the costs associated with maintaining our status as a Reporting Company.

The Company currently has approximately $1 of cash available.  This amount will not be enough to pay the legal, accounting, and filing fees that is required to maintain our status as a reporting company, which is currently estimated at $20,000 for fiscal year 2010.  If we can no longer be a reporting company our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board.  This would result in there being no public market for an investor to trade our common stock and any investment made would be lost in its entirety.

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We lack an operating history and have losses that we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.

 

We were incorporated on August 6, 2007 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2009 our net loss since inception is $1,646,503. Based upon current plans, we expect to incur operating losses in future periods. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

 

If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

 

Because there is currently a limited public trading market for our common stock, you may not be able to resell your stock.

 

There is currently no liquid trading market for the Company’s common stock. The Company cannot predict how liquid the market for the Company’s common stock might become. The Company’s common stock is currently approved for quotation on the OTCQB Market (also known as the “Pink Sheets”) trading under the symbol FYAD. The Company currently does not satisfy the initial listing standards, and cannot ensure that it will be able to satisfy such listing standards on a higher exchange, or that its common stock will be accepted for listing on any such exchange. Should the Company fail to satisfy the initial listing standards of such exchanges, or its common stock be otherwise rejected for listing and remain on the OTCQB Market or be suspended from the OTCQB Market, the trading price of the Company’s common stock could suffer, the trading market for the Company’s common stock may be less liquid and the Company’s common stock price may be subject to increased volatility.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

 

Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

 

We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.

We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2008. In subsequent years, our independent registered public accounting firm will be required to opine on those internal controls and management’s assessment of those controls. In the process, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review.

We evaluated our existing controls for the year ended December 31, 2009. Our Chief Executive Officer and Chief Financial Officer identified material weaknesses in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2008. The identified material weaknesses did not result in material audit adjustments to our 2008 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.

We cannot be certain that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that our auditors will not have to report a material weakness in connection with the presentation of our financial statements. If we fail to comply with the requirements of Section 404 or if our auditor’s report such material weakness, the accuracy and timeliness of the filing of our annual report may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

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In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

Further, we believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.

(10)

Risks Related to Doing Business in the Peoples Republic of China.

Inflation in China could negatively affect our profitability and growth.

While the economy in the Peoples Republic of China has experienced rapid growth, such growth has been uneven among other provinces and various sectors of the economy and in different geographical areas of the country.  Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for the Company’s products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability.

The fluctuation of Chinese Currency may materially and adversely affect investments in the Company.

The value of Chinese currency against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the China’s political and economic conditions. As the Company’s present business plan relies principally on revenues earned in China, any significant revaluation of Chinese currency may materially and adversely affect the Company’s cash flows, revenues and financial condition. For example, to the extent that the Company needs to convert U.S. dollars it receives from an offering of its securities into Chinese currency for the Company’s operations, appreciation of the Chinese currency against the U.S. dollar could have a material adverse effect on the Company’s business, financial condition and results of operations. Conversely, if the Company decides to convert its Chinese currency into U.S. dollars for the purpose of making payments for dividends on its common stock or for other business purposes and the U.S. dollar appreciates against the Chinese currency, the U.S. dollar equivalent of the Chinese currency that the Company converts would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to the Company’s income statement and a reduction in the value of these assets.

The effect of changes in international, national and local economic and market conditions as a result of global developments

Beyond the risks of doing business in China or the United States, there is also the potential impact of changes in the international, national and local economic market conditions as a result of global developments, including the effects of the global financial crisis, effects of possible unknown terrorist acts and the ongoing war on terrorism, the US presence in Iraq and Afghanistan, any potential conflict or crisis in North Korea or the Middle East, and the possibility for the recurrence of a flu pandemic or related illness, all of which either individually or in tandem negatively affect the Company’s Pacific Rim initiatives in China and adversely affect the development of the Company’s markets and business opportunities.

(11)

Risks Related to Our Common Stock.

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company’s control, including the following:

·

Additions or departures of key personnel;

·

Limited “public float” following the Common Stock Share Exchange, in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the common stock;

·

Sales of the common stock;

·

The Company’s ability to execute its business plan;

·

Operating results that fall below expectations;

·

Loss of any strategic relationship;

·

Industry developments;

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·

Economic and other external factors; and

·

Period-to-period fluctuations in the Company’s financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

There is currently no liquid trading market for the Company’s common stock and the Company cannot ensure that one will ever develop or be sustained.

There is currently no liquid trading market for the Company’s common stock. The Company cannot predict how liquid the market for the Company’s common stock might become. The Company’s common stock is currently approved for quotation on the OTCQB Market (also known as the “Pink Sheets”) trading under the symbol FYAD. The Company currently does not satisfy the initial listing standards, and cannot ensure that it will be able to satisfy such listing standards on a higher exchange, or that its common stock will be accepted for listing on any such exchange. Should the Company fail to satisfy the initial listing standards of such exchanges, or its common stock be otherwise rejected for listing and remain on the OTCQB Market or be suspended from the OTCQB Market, the trading price of the Company’s common stock could suffer, the trading market for the Company’s common stock may be less liquid and the Company’s common stock price may be subject to increased volatility.

The Company’s common stock may be deemed a “penny stock”, which would make it more difficult for investors to sell their shares.

The Company’s common stock is subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

Offers or availability for sale of a substantial number of shares of the Company’s common stock may cause the price of the Company’s common stock to decline.

If the Company’s stockholders sell substantial amounts of common stock in the public market, or upon the expiration of any statutory holding period, under Rule 144, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of the Company’s common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult the Company’s ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that the Company deems reasonable or appropriate. Additional shares of common stock will be freely tradable upon the earlier of: (i) effectiveness of the registration statement the Company is required to file; and (ii) the date on which such shares may be sold without registration pursuant to Rule 144 under the Securities Act.

Provisions of the Company’s Certificate of Incorporation and Nevada law could deter a change of control, which could discourage or delay offers to acquire the Company.

Provisions of the Company’s Articles of Incorporation and Nevada law may make it more difficult for someone to acquire control of the Company or for the Company’s stockholders to remove existing management, and might discourage a third party from offering to acquire the Company, even if a change in control or in management would be beneficial to stockholders.  For example, Article VIII of the Articles of Incorporation provides that there shall be no cumulative voting for any purpose, including the election of directors of the Company.  Inasmuch as the insiders of the Company own common stock and options on common stock representing approximately 79% of the issued and outstanding common stock of the Company, such holders will be able to elect all of its directors at a general or special meeting.  There is no cumulative voting to give a minority shareholder the right to elect a director. This may have an anti-takeover effect.  Similarly, the Company’s Articles provides for indemnification of directors, officers, employees or agents of the Company to the fullest extent permitted by Nevada law pursuant to NRS 78.502 and NRS 78.751, as well as successor provisions.  Such indemnification could enable the Company’s board of directors to take actions that would discourage a third party takeover attempt with impunity; other than a lawsuit by or in the right of the Company, for which indemnification is not available.

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Volatility in the Company’s common stock price may subject the Company to securities litigation.

The market for the Company’s common stock is characterized by significant price volatility when compared to seasoned issuers, and the Company expects that its share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. The Company may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The elimination of monetary liability against the Company’s directors, officers and employees under the Company’s Articles of Incorporation and Nevada law, and the existence of indemnification rights to the Company’s directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against the Company’s directors, officers and employees.

Article XI of the Registrant’s Articles of Incorporation provides that the Company shall indemnify all directors, officers, employees, and agents to the fullest extent permitted by Nevada law as provided within NRS 78.7502 and NRS 78.751 or any other law then in effect or as it may hereafter be amended. Further Article XI provides that the Company shall indemnify each present and future director, officer, employee or agent of the Company who becomes a party or is threatened to be made a party to any suit or proceeding, whether pending, completed or merely threatened, and whether said suit or proceeding is civil, criminal, administrative, investigative, or otherwise, except an action by or in the right of the Company, by reason of the fact that he is or was a director, officer, employee, or agent of the Company, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including, but not limited to, attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, proceeding or settlement, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup.  These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties even though such actions, if successful, might otherwise benefit the Company and its stockholders.  However, legal actions brought “by or in the right of the Company,” so called shareholder derivative actions, are expressly carved out from the indemnification rights of directors, officers, employees or agents of the Company and such director, officer, employee or agent would not be entitled to indemnification in the event of such a lawsuit.

To the extent that the legal expenses of a director, officer, employee or agent are paid for by the Company pursuant to its indemnification obligations, a potential litigant may be deterred from bringing a lawsuit against a director, officer, employee or agent because it may be costly to the litigant but not to the indemnified party.

(D)

Post-Merger Risks Related to the Common Stock Share Exchange Agreement.

After Closing of the Common Stock Share Exchange Agreement, James P. Boyd, D.D.S., will beneficially owns 79.0% of the Company’s outstanding common stock, which gives him control over certain major decisions on which the Company’s stockholders may vote, which may discourage an acquisition of the Company.

As a result of the Share Exchange, James P. Boyd, D.D.S. will beneficially own 79.0% of the Company’s outstanding shares. The interests of Dr. Boyd may differ from the interests of other stockholders. As a result, Dr. Boyd will have the right and ability to control virtually all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders may vote, including the following actions:

·

Electing or defeating the election of directors;

·

Amending or preventing amendment of the Company’s Certificate of Incorporation or By-laws;

·

Effecting or preventing a merger, sale of assets or other corporate transaction; and

·

Controlling the outcome of any other matter submitted to the stockholders for vote.

The Company’s stock ownership profile may discourage a potential acquirer from seeking to acquire shares of the Company’s common stock or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.

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Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public entity, the Company expects these new rules and regulations to increase compliance costs in 2011 and beyond and to make certain activities more time consuming and costly. As a public entity, the Company also expects that these new rules and regulations may make it more difficult and expensive for the Company to obtain director and officer liability insurance in the future and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Company to attract and retain qualified persons to serve as directors or as executive officers.

Because Splint Decisions became public by means of a share exchange, the Company may not be able to attract the attention of major brokerage firms.

There may be risks associated with Splint Decisions becoming public through a share exchange. Specifically, securities analysts of major brokerage firms may not provide coverage of the Company since there is no incentive to brokerage firms to recommend the purchase of the Company’s common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on behalf of the Company.

(E)

Known Trends and Competition Applicable to the Company’s Present Business Model.

The promotional apparel and products industry is mature and has many levels of competition.  The industry in general is very fragmented - although many large, well-capitalized companies exist on a national level, most of the Company’s competition came from companies focused within their local or regional market.  Most companies have two channels of distribution:  sales through corporate efforts or independent sales agents; and sales through their Internet websites.

Large well established competitors included: (1) Allied Specialty Company of Davie, Florida, which has been operating for over fifty years and does business throughout the United States while also exporting to Canada, Latin America and Western Europe; and, (2) Bernco Specialty Advertising of Bethpage, New York, in business since 1947.  Many companies are regionally focused firms in terms of distribution, including: (1) Elite Design, with offices in Clinton Township, Michigan, and manufacturing facilities in Mansfield, Ohio; and, (2) Promotional Concepts, Inc. in Alameda, CA, who has operated successfully since 1992.  Hundreds of smaller competitors exist nationwide who thrive in their local markets only.  In Las Vegas, Nevada, the Company’s local market, several well-established companies exist doing business both locally and regionally.  However, the Company performed market research, and no direct competitor who used the Internet as its primary marketing method could be found in the Peoples Republic of China.

There are many competitors in the promotional products industry in North America. Current statistics estimate that over 21,000 companies supply promotional products. The Company felt it would have a competitive advantage over most of its competitors because the Company intended to travel to China and purchase products directly from the manufacturer resulting in a pricing advantage over its competitors as well as marketing its products in the rapidly growing Chinese market. Products will not be shipped first to North America and then reshipped to China. Instead, all manufacturing and fulfillment will be done in China. Marketing only will occur in the United States. Most promotional companies tend to attend trade shows in North America to purchase their products from representatives based in Hong Kong or America.  The Company planned to attend trade shows in China and other Asian countries to not only promote its products, but gain access to the manufacturers of its raw products. Prices offered by such representatives typically include a mark-up of 20% - 40% that can be eliminated if purchasing directly from the manufacturers in China. In addition, by maintaining inventory in China, shipping costs can also be eliminated and therefore fulfillment can be achieved at costs consistent with maintaining a competitive position. Many companies do not feel comfortable traveling and doing business in China and feel they can source most of their products by attending North American trade shows. The Company's market research to date showed that it could purchase products directly from China-based manufacturers at a significant cost reduction to the pricing currently available from representatives in Hong Kong or North America.

DIRECTORS AND OFFICERS BEFORE AND AFTER THE CLOSING OF THE COMMON STOCK SHARE EXCHANGE.

The following tables set forth information regarding (i) the present members of our board of directors and our executive officers and other significant employees and (ii) the new members of our board of directors and executive officers after the closing date of the Common Stock Share Exchange Agreement. All directors are elected by the shareholders and hold office for one-year terms until the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.

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Immediately prior to the Closing under the Share Exchange, neither James P. Boyd, D.D.S. nor Timothy Dixon were directors, nor did they hold any position with the Company, nor had they been involved in any transactions with the Company or any of its directors, executive officers, affiliates or associates which would be required to be disclosed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, other than the transactions in the Common Stock Share Exchange Agreement. Gerry Berg has served as director of the Company and as President of the Company prior to Closing. To the best of the Company’s knowledge, none of such persons has been convicted in a criminal proceeding over the preceding ten years, excluding traffic violations or similar misdemeanors, nor have they been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

To the Company’s knowledge, no director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than five percent (5%) of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

The names of the officers and directors of the Company as of the quarter ending September 30, 2010, as well as certain information about them are set forth below:

Directors of the Company Prior to the Closing of the Common Stock Share Exchange Agreement:

 

Name of Director	Age
Gerry Berg(1)	64

Executive Officers of the Company Prior to the Closing of the Common Stock Share Exchange Agreement:

 

Name of Officer	Age	Office
Gerry Berg	64	President, CEO

⁽¹⁾ On May 19, 2010, the Company announced the appointment of Gerry Berg to the Board Directors as Chairman and President. Prior to Mr. Berg’s appointment, Ming R. Cheung was the Company’s sole Director and President. Ms. Cheung served from March 5, 2010 to May 19, 2010. There were no material disagreements between Ms. Cheung and the Company of any kind. Prior to Ms. Cheung’s service, Tony H. Lam served as the Company’s Director and President. Mr. Lam resigned as a director of the Company on March 5, 2010. There were no material disagreements between Mr. Lam and the Company of any kind.

Presently, our Board of Directors consists of Mr. Gerry Berg, who is also the sole Executive Officer and President of the Company. Mr. Berg began his service on May 17, 2010. His term as Director and Executive Officer and President are for a term of one year.

Mr. Berg has prior experience serving as an Executive Officer and financial and management consultant to private and public companies. Prior to May 17, 2010, Mr. Berg served as a Consultant from July 2008 to May 2010 including Friendly Auto Dealers, which he served in a consulting capacity from March 2009 to May 2010.  From January 2007 to June 2008 Mr. Berg served as the Chief Financial Officer of Let’s Talk Health, Inc. and as a consultant from January 2006 to December 2006.  Prior to January 2007 Mr. Berg served as a consultant from 2004 to 2007.   He holds a Bachelor’s degree in accounting from Walsh College.

Mr. Berg has not filed a petition under the Federal bankruptcy laws or any state insolvency law. Further no court has ever appointed a receiver, fiscal agent or similar officer for the business or property of Mr. Berg, or for any partnership in which he was a general partner at or within two years before the time of this filing, or any corporation or business association of which he was an executive officer at or within two years before the time of this filing.

Mr. Berg has not been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

Mr. Berg has not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting him from engaging in any kind of business activity or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

At no time has Mr. Berg been involved in any transaction to date involving the Company where the Company was or is a participant and in which Mr. Berg will have a direct in indirect material interest.

Mr. Berg is not an independent director.

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Directors of the Company After the Closing of the Common Stock Share Exchange Agreement:

 

Name of Director	Age	Office
James P. Boyd Timothy Dixon	53  53	Director Director, Chairman of the Board of Directors

Executive Officers of the Company After the Closing of the Common Stock Share Exchange Agreement:

 

Name of Officer	Age	Office
Timothy Dixon	53	President, CEO

Dr. James P. Boyd

Dr. James P. Boyd, DDS will serve as a Director effective after closure of the Common Stock Share Exchange Agreement.  Dr. Boyd was educated at the University of Southern California, receiving his baccalaureate degree in 1981 and his postgraduate degree in Dentistry in 1985. Dr. Boyd founded the Headache Prevention Institute in Bloomfield Hills, Michigan in 1995, and through 1999 exclusively treated patients suffering from chronic tension-type headache, migraine, and jaw disorders. The FDA approved the NTI for marketing to dentists for the prevention of TMJ syndrome in July of 1998.  Having served its research and development purpose, HPI closed in March of 1999.  In June of 2001, the FDA approved the NTI device for the prevention of medically diagnosed migraine pain.  

Dr. Boyd is the past Director of Research and Senior Clinical Instructor at the White Memorial Medical Center Craniofacial/TMD clinic in Los Angeles and currently practices with Andrew Blumenfeld, MD, (a neurologist specializing in migraine) at The Headache Center, part of the Neurology Center at the Scripps Hospital campus in Encinitas, California and lectures throughout the U.S. and internationally. Dr. Boyd served as the CEO of NTI-TSS, Inc from 2000 to 2009; presently serves as the CEO of TMD Courses, Inc. from March 2010 to present; and as the CEO of Splint Decisions Inc. from September 2010 to present.  Dr. Boyd holds a Doctorate degree (DDS) from the University of Southern California School of Dentistry with Special Recognition by the Dean for Outstanding Achievement, Service and Contribution.

Dr. Boyd has the following professional publications to his credit:

“Intractable Migraine Headache Reduction With a Targeted Approach to Reduce Trigeminal Nerve Activity Using the NTI Tension Suppression System: A Case Study”, present at the American Headache Society Scientific Session, Los Angeles, June, 2006;

“Taming Destructive Forces Using a Simple Tension Suppression Device” PostGrandDent, 2000;

“Trigeminal Pharyngioplasty: Treatment of the Forgotten Accessory Muscles of Mastication Which Are Associated With Orofacial Pain and Ear Symptomology” Journal of Pain Management, July 2002;

"TM Disorders and referred symptomatology: Etiology, Pathogenia and Management" accepted for publication Journal of Pain Management; and,

"TM Disorders: Aural Symptoms and Craniofacial Pain" accepted for publication Journal of Pain Management.

Dr. Boyd has not filed a petition under the Federal bankruptcy laws or any state insolvency law. Further no court has ever appointed a receiver, fiscal agent or similar officer for the business or property of Dr. Boyd, or for any partnership in which he was a general partner at or within two years before the time of this filing, or any corporation or business association of which he was an executive officer at or within two years before the time of this filing.

Dr. Boyd has not been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

Dr. Boyd has not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting him from engaging in any kind of business activity or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

At no time has Dr. Boyd been involved in any transaction to date involving the Company where the Company was or is a participant and in which Dr. Boyd will have a direct or indirect material interest other than the Common Stock Share Exchange Agreement.

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Dr. Boyd will not be an independent director.

Mr. Timothy Dixon

Timothy Dixon will serve as a Director, President and Chief Financial Officer of the Company after closure of the Common Stock Share Exchange Agreement. Mr. Dixon began working with Dr. Boyd in 1995 while Dr. Boyd was conducting clinical research at the Headache Prevention Institute on the effects of nocturnal parafunction on patients who suffered from headaches and migraine. Mr. Dixon originally provided IT Services to support Dr. Boyd's work.  Mr. Dixon presently serves as the President of MxThree Dimensional Media from 2004 to present; as the President of TMD Courses, Inc. from 2006 to present and; as the President of Splint Decisions Inc. from September 2010 to present. Mr. Dixon has worked in the field of Dentistry with Dr. Boyd since 1995 and has attended hundreds of hours of continuing dental education throughout the years and has produced many educational DVD’s used by dental professionals world wide on the subject of parafunctional control, migraine prevention, therapeutic botox injections, migraine pathophysiology, dental sleep medicine, and NTI therapeutic protocol.

Mr. Dixon has not filed a petition under the Federal bankruptcy laws or any state insolvency law. Further no court has ever appointed a receiver, fiscal agent or similar officer for the business or property of Mr. Dixon, or for any partnership in which he was a general partner at or within two years before the time of this filing, or any corporation or business association of which he was an executive officer at or within two years before the time of this filing.

Mr. Dixon has not been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

Mr. Dixon has not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting him from engaging in any kind of business activity or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

At no time has Mr. Dixon been involved in any transaction to date involving the Company where the Company was or is a participant and in which Mr. Dixon will have a direct or indirect material interest.

 

Mr. Dixon is not an independent director.

(A)

SUMMARY COMPENSATION TABLE

 

There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended December 31, 2009. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2009.  No compensation is anticipated within the next six months to any officer or director of the Company.

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(B)

Significant Employees.

We do not employ any non-officers who are expected to make a significant contribution to its business.

(C)

Corporate Governance.

(1)

Nominating Committee.  We have not established a Nominating Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

(2)

Audit Committee.  We have has not established an Audit Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Audit Committee.

 

(3)

Code of Ethics. We have adopted a Code of Ethics for our principal executive and financial officers.

(D)

Options Granted During the Last Fiscal Year.

No options were issued during the fiscal year ending December 31, 2009 and to the quarter ending September 30, 2010.

(E)

Employment Agreements.

From inception the Company has not entered into any employment agreements.

(F)

Equity Compensation Plan Information.

The Company does have a stock and incentive plan entitled “Friendly Auto Dealers 2009 Stock Incentive Plan,” as appended to this filing.

(1)

Shares authorized under the Equity Compensation Plan

On March 13, 2009, our Board of Directors approved the Friendly Auto Dealers, Inc. 2009 Stock Incentive Plan. The Plan made 10,000,000 unissued shares of common stock available for awards of options, stock appreciation rights, restricted stocks, other stock grants, or any combination thereof. Eligible recipients include employees, officers, consultants, advisors and directors. As of the quarter ending September 30, 2009 no options have been issued pursuant to the Plan, and 1,765,000 shares have been issued.

(2)

Warrants

The Company issued 250,000 warrants on February 20, 2009. The warrants contain a five-year term and are exercisable at $1.00 per share.  As of September 30, 2010 no warrants have been exercised.

The Company issued 200,000 warrants on February 23, 2009. The warrants contain a three-year term and are exercisable at $0.50 per shares. As of September 30, 2010 no warrants have been exercised.

The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock since the beginning of free trading stock on June 27, 2008.

The expected term of options granted is estimated at half of the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.

		September 30, 2010
Expected volatility		136.53% - 217.26%
Expected dividends		0
Expected term (in years)		2 - 4
Risk-free rate		1.29% - 1.86%

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A summary of option activity under the Plan as of June 30, 2010 and changes during the periods then ended are presented below:

 

		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Warrants	Shares
December 31, 2008	-	$	-	-	$	-
Granted	450,000		0.78	2.51		34,653
Exercised	-		-	-		-
Forfeited or expired	-		-	-		-
September 30, 2010	450,000	$	0.78	2,51	$	34,653
Exercisable at
September 30, 2010	450,000	$	0.78	2.51	$	34,653

(G)

Directors and Officers Liability Insurance.

The Company has no directors and officers insurance.

(H)

Certain Relationships and Related Transactions.

The Company received a total of $18,716 from a shareholder to fund operations during the nine months ended September 30, 2010. The loan bears no interest and is due on demand and as such is included in current liabilities. Imputed interest has been considered but was determined to be immaterial to the financial statements as a whole and not included herein.

Since the Company’s last fiscal year, the Company has not entered into any transaction, or will be a participant in any proposed transaction, with a related person that has a direct or indirect material interest in an amount exceeding Item 404 of Regulations S-K.

(I)

Material Relations Between the Company, TMD Courses, Inc., Splint Decisions Inc., Boyd and Boyd Research, Inc.

TMD Courses, Inc. and Splint Decisions Inc. are California corporations in good standing. Dr. Boyd and Mr. Dixon are the sole directors and shareholders of each entity. Boyd Research, Inc. is a California corporation in good standing in which Dr. Boyd is the sole director, officer and shareholder.

TMD Courses, Inc. was originally formed to offer continuing dental education courses to dental professionals. Subsequently, in 2009 Boyd Research, Inc. licensed to TMD Courses, Inc. intellectual properties including the registered U.S. Patent #6,666,212. This license was not exclusive. The product derived from U.S. Patent #6,666,212 is referred to as the “NTI” device. Dr. Jim Boyd as the inventor filed the application for this patent and after receiving the patent, Dr. Boyd assigned it to Boyd Research, Inc. Dr. Boyd is the sole director, officer and shareholder of Boyd Research, Inc.

After, Dr. Boyd invented the “NTI” device, he invented “The Total Splint System” device incorporating features from registered U.S. Patent #6,666,212 Boyd Research, Inc. owned as a result of a license from Dr. Boyd. Dr. Boyd then applied for a patent on “The Total Splint System.” “The Total Splint System” incorporates features from the “NTI” device patent, specifically referred to as the “discluding element.” As has been discussed above, “The Total Splint System” was invented by Dr. Boyd to address a different market segment of licensed dentists who are disinclined to use the traditional “NTI” device manufactured and sold by TMD Courses, Inc. To reiterate, some licensed dentists were more likely to purchase and use bruxism splints in their practice instead of the “NTI” device. These bruxism splints are typically designed along the lines of “The Total Splint System” utilizing one or two mouthpieces that are fit by a dentist on the upper or lower teeth. The “NTI” device is smaller, covering only the upper or lower central teeth, and some practitioners were concerned about using the device on patients. Some voiced concerns that a patient may swallow the device due to its small size and instead opt to use full arch coverage splints to treat a variety of disorders such as bruxism, sleep apnea and migraine headaches.  

Dr. Boyd acquired all legal right, title and interest to “The Total Splint System” by virtue of his inventing the device. After filing the patent application for “The Total Splint System” and naming himself as the sole inventor, Dr. Boyd assigned the intellectual property contained in the patent application to Boyd Research, Inc., who in turn assigned it exclusively to Splint Decisions Inc. Dr. Boyd decided that it was reasonable and prudent to assign “The Total Splint System” to a separate entity that had no connection to the business conducted by TMD Courses, Inc. and the “NTI” product and so Splint Decisions Inc. was born. Dr. Boyd’s role in Splint Decisions Inc. is as a director and CEO. The Boyd Research, Inc.—Splint Decisions Inc. exclusive assignment required Splint Decisions Inc. to obtain the written approval of Boyd Research, Inc. prior to assigning any of the rights connected to “The Total Splint System” device. This written approval was contained in the exclusive assignment agreement between Splint Decisions Inc. and the Company included with this filing in Appendix H.

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All of the above contracts between Boyd Research, Inc., Splint Decisions and the Company are included in this filing in Appendices G and H. Also included in Appendices G and H are exhibits to each assignment where the patents and patent applications and other intellectual property is specifically described.

Aside from the foregoing (and specifically including the previous discussion herein regarding the Company’s failed attempt to close the Common Stock Share Exchange Agreement with TMD Courses, Inc.), there have been no other negotiations, transactions or material contacts during the past two years between TMD Courses, Inc., Splint Decisions Inc., Boyd Research, Inc. and/or Dr. Jim Boyd and the Company that concern the Company or its affiliates regarding any merger, consolidation, acquisition, tender offer or other acquisition of either TMD Courses, Inc. or Splint Decisions Inc.’s securities, the election of officers or the sale or transfer of a material amount of assets.

Further, there are no present or proposed material agreements, arrangements, understanding or relationship between Splint Decisions Inc., James P. Boyd or Boyd Research, Inc. or any of its executive officers, directors or controlling persons and the Company or any of its executive officers, directors or controlling persons (other than license agreements previously disclosed between Boyd Research, Inc., Splint Decisions Inc. and the Company—all of which have been disclosed in this filing).

(J)

Indemnification of Officers and Directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. The Company's Certificate of Incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except as limited by Nevada law. The Company's Bylaws provide that the Company shall indemnify to the full extent authorized by law each of its directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation.

Nevada law

Section 78.751 of the Nevada General Corporation Laws provides as follows: “78.751 Indemnification of officers, directors, employees and agents; advance of expenses. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint  venture,  trust  or  other enterprise,  against expenses, including attorney's fees, judgments, fines and amounts paid  in settlement  actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in  a manner which he reasonably believed to be in or not opposed to  the  best interests of the corporation, and, with respect  to any  criminal  action or proceeding, had no reasonable cause to believe  his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was lawful.”

“A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint  venture, trust or other enterprise against expenses,  including  amounts paid in settlement  and attorneys' fees  actually and reasonably incurred by him in connection with the  defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be  in or  not  opposed  to  the  best  interests  of  the corporation.”

“Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses  as the court deems proper.”

“To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.”

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“Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders: (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. The Articles of Incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit  or proceeding  must be paid by the corporation as they are incurred and  in  advance of the final disposition of the action, suit  or proceeding, upon receipt of an undertaking by or on behalf of the director  or  officer  to repay the amount if  it  is ultimately determined by a court of competent jurisdiction that he  is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law.”

“The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:  (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or  for the advancement of expenses made pursuant to subsection 5, may not be made  to  or  on  behalf of any director or officer if  a final adjudication  establishes  that his  act  or omissions involved intentional misconduct, fraud or a knowing violation of  the law and  was  material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,  the Registrant has been advised that in the opinion of the Securities and  Exchange  Commission such indemnification is against  public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities  (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to  a  court  of  appropriate jurisdiction the question whether  such indemnification by it is against public policy  as expressed in the Securities Act and will be governed by the final adjudication of such issue.”

The Company’s Common Stock is currently approved for quotation on the OTCQB maintained by the Financial , Inc. under the symbol “FYAD,” but there is currently no liquid trading market. The challenge for the Company will be to educate the market as to the values inherent in a home and manufactured housing market in Canada, and to develop an actively trading market.

The following table sets forth, for the periods indicated, the high and low bid prices of our common stock, as reported in published financial sources.

(K)

Trading Information.

Quarter	High	Low
September 30, 2010	$0.25	$0.05
June 30, 2010	$0.19	$0.01
March 31, 2010	$0.05	$0.02
December 31, 2009	$0.12	$0.01
September 30, 2009	$0.15	$0.05
June 30, 2009	$0.30	$0.05
March 31, 2009	$0.25	$0.17
December 31, 2008	$0.29	$0.19

(L)

Holders.

As of September 30, 2010, we had 120 shareholders of record of our common stock, and our common stock had a closing price of $0.13 per share.

The transfer agent for our Common Stock is Presidents Stock Transfer Co., 850 West Hastings Street Suite 900, Vancouver, BC V6C 1E1 Canada.

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DESCRIPTION OF THE BUSINESS OF SPLINT DECISIONS INC.

Splint Decisions Inc. is a development stage enterprise that was incorporated on September 21, 2010, under the laws of the State of California.

 

The principal offices are located at 4093 Oceanside Boulevard Suite B, Oceanside, CA 92056. The telephone number is (760) 295-7208. The fax number is (928) 395-1260.

 

Since becoming incorporated, the Company has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Its fiscal year end is December 31^st.

Splint Decisions has one class of authorized common stock. The total number of authorized shares is 1,000. The total number of issued shares is 1,000.

On October 22, 2010, Splint Decisions entered into an Exclusive Licensing Agreement with Boyd Research, Inc., a California Corporation that owns certain patents, patents pending, trademarks and other trade know-how respecting the research and development of a product called the “Total Splint System,” a multi-diagnostic, multi-therapeutic one-step mouthpiece system that Splint Decisions plans to market to licensed dentists. The Exclusive License Agreement is attached hereto in Appendix G. The term of the contract is for periods of one year that renew automatically for subsequent one-year terms.

Splint Decisions acquired the exclusive world-wide rights to all know- how, technical data, or other information of any kind regarding the design, manufacture, operation, use, or sale of any Product or other device for use in any field and incorporating or based on United States Patent Application # 61387548 “The Total Splint System” and Letters Patent No. 6,666,212 B2, foreign counterparts of this patent, or of the applications leading to such patents, any other patents now or hereafter owned or controlled by Boyd Research, Inc. or based on any products currently sold by Boyd Research, Inc., and any modification or improvements thereto made by Boyd Research, Inc. or Splint Decisions.

In exchange for the above-noted rights, Splint Decisions agreed to pay to Boyd Research, Inc. minimum guaranteed Royalties equal to thirty percent (30%) of net monthly sales by Splint Decisions from the use and sale of the “Total Splint System” for the first year this Agreement is effective, or until October 22, 2011. Thereafter, Splint Decisions agreed to pay to Boyd Research, Inc. minimum guaranteed Royalties equal to ten percent (10%) of the net monthly sales by Splint Decisions for the remaining life of the Patents issued and the Patents issuable upon approval of the U.S. Patent and Trademark Office for those Patent Applications submitted by Boyd Research, Inc. as noted in the Exclusive License Agreement. The monthly Royalties shall be paid in four equal quarterly installments and shall be paid in advance for each quarter on the first day of each quarter. No monthly Royalties shall be due and payable by Splint Decisions to Boyd Research, Inc. until the inception fee is completely paid.

On November 16, 2010, Splint Decisions and Boyd Research, Inc. entered into an Agreement with Friendly Auto Dealers, Inc. for the Assignment of the October 22, 2010 Exclusive License Agreement to Friendly Auto Dealers, Inc. The Assignment of the Exclusive License Agreement is attached to this Information Statement as Appendix H. By the express terms of the Exclusive License Agreement between Boyd Research, Inc. and Splint Decisions, Splint Decisions had to acquire the written agreement of Boyd Research, Inc. prior to any assignment of the rights contained in the Exclusive License Agreement.

By virtue of the assignment, Boyd Research, Inc. agreed along with Splint Decisions to transfer, convey, sell and assign to Friendly Auto Dealers, Inc. all of Splint Decisions’ right, title and interest in and to the licenses for patents and patent applications and other intellectual property listed in Schedule A to the Exclusive License Agreement annexed hereto in Appendix G, and transfer, convey, sell and assign to Friendly Auto Dealers, Inc. any license for the use of trademarks and service marks and all related applications (including intent to use applications) Boyd Research, Inc. licensed to Splint Decisions as listed in Schedule B to the Exclusive License Agreement annexed hereto in Appendix G.

(A)

The Total Splint System.

The Total Splint System (TSS) provides the dental practitioner with a multi-diagnostic, multi-therapeutic, one-step mouthpiece system that can dramatically reduces both the cost and time required to treat a plurality of diseases and conditions that heretofore were considered excessively expensive and time-consuming for the general population.

The Total Splint System is comprised of two plastic trays designed as mouthpieces and formed from a polycarbonate material that when lined with a warmed thermoplastic filler, is fitted over the patients upper or lower teeth until the material cools, thereby providing a custom molded fit to that particular patients own teeth.

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At least one mouthpiece (of the two provided) is required to provide therapy. The Total Splint System may be used to treat bruxism, amongst other related maladies discussed below. Bruxism is a condition in which a person grinds, or clenchs their teeth. Individuals who brux may unconsciously clench or grind their teeth together during the day or at night.

Bruxism may be mild and may not even require treatment. However, it can be frequent and severe enough to lead to jaw disorders, such as pain that travels through the face, jaw or neck, stiff jaw muscles, limited jaw movement or locking of the jaw, painful clicking or popping in the jaw joint(s), headaches, including migraine headaches, damaged teeth and other problems associated with the head, neck and face. As the therapeutic requirements escalate to address bruxism, migraine headaches, and/or sleep apnea, additional elements to the Total Splint System are added.

In the case of migraine headaches, either an upper tray or lower tray may be used to control nocturnal parafunction (jaw-clenching, either in a centered or a sideways-shifted position), which are movements of teeth that are considered outside or beyond normal function. By keeping the molar (posterior) and canine (anterior) teeth from touching, thereby minimizing the intensity of muscle contraction, while minimizing the degree of jaw opening during the parafunctional events.  The therapeutic result of using the Total Splint System in this configuration is to affect the Trigeminal Nerve System.  The Trigeminal Nerve System has to two divisions:

A) Motor Root, which sends nerve impulses to the jaw muscles to make them contract; the far more massive Sensory Division (made up of the nerves that bring in information from the periphery).  B) Sensory Division is divided into three distinct segments of sensory reception (thus the term Trigeminal): First Division: Opthalmic: receives sensory input from arteries that surround the brain to around and behind the eyes Second Division: Maxillary: receives sensory input from below the eyes to the upper jaw. Third Division: Mandibular: receives sensory input for the entire lower jaw. All three divisions feed into the Trigeminal Sensory Nucleus.

The current understanding of the nature of the migraine, is that it results from a disorder of "sensory modulation", meaning that information received by the Sensory Nucleus is misinterpreted, thereby resulting in either a disproportionate response, or an inappropriate response altogether.  

For example, during a migraine attack, the simple pressure changes of the fluid that surrounds the brain (resulting from the beating of the heart), is perceived as "pounding". The therapeutic goal in migraine prevention is to limit the amount of noxious sensory input (that is, to limit your migraine "triggers") to the Trigeminal Sensory Nucleus, so that it is not perceived as nociception.  

Essentially, the goal is to limit as much negative input to the Trigeminal Sensory Nucleus as possible.

When considering an abnormal Trigeminal system where the Sensory Nucleus is hypersensitive, it is not unusual for the Motor Division to be also hyperactive.  A hyperactive Trigeminal Motor Root results in excessive jaw muscle contraction, during certain stages of sleep, resulting in intense jaw clenching and/or vigorous teeth grinding. These two activities produce a significant bombardment of noxious input (nociception) to the Sensory Nucleus, while also being the known cause of "TMD" (temporomandibular disorders), thereby becoming a self-perpetuation of chronic headache and/or migraine.

In order for jaw clenching and teeth grinding to achieve pathologic intensity, the molars and/or canine teeth must be touching each other, or another object (like a traditional mouthpiece).  

By keeping the molars and canines from touching anything during sleep, Nociception to the Trigeminal is Inhibited. Minimizing jaw muscle intensity (that is, Trigeminal Motor Hyperactivity and the resultant nociception) therefore requires providing for incisor (front teeth) contact only during sleep.

Therefore the Total Splint System when configured to treat migraine limits the amount of noxious sensory input (nociception) to the Trigeminal Sensory Nucleus, so that it is not perceived as nociception.  

When configured to treat sleep apnea, a common disorder that can be serious. In sleep apnea, your breathing stops or gets very shallow. Each pause in breathing typically lasts 10 to 20 seconds or more. These pauses can occur 20 to 30 times or more an hour.

The most common type is obstructive sleep apnea. That means you are unable to get enough air through your mouth and nose into your lungs. When that happens, the amount of oxygen in your blood may drop. Normal breaths resume with a snort or choking sound. People with sleep apnea often snore loudly. However, not everyone who snores has sleep apnea.

When sleep is interrupted throughout the night, a person can be drowsy during the day. People with sleep apnea are at higher risk for car crashes, work-related accidents and other medical problems.  When both trays are used in tandem with a “Hooking element” that is attached to the upper tray and can be set to engage the lower mouthpiece to maintain mandibular advancement ( of the lower jaw) while allowing anterior contact only, thereby treating and preventing obstructive sleep apnea and the complications that jaw-clenching can present.

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Each component of the system can be adapted to the mouthpiece independent of the other components, or in conjunction with them, according to the nature of the confirmed diagnosis, or the condition being evaluated.

The system can provide for two independent mouthpieces that are infinitely adjustable for any dental arch width and length, and are adapted to the teeth with the thermoplastic lining material. The system provides for components that are adhered to either or both mouthpieces to facilitate a diagnosed condition by either maintaining an anterior/posterior jaw relationship, or minimizing nocturnal jaw clenching intensity (parafunction).

A dental practitioner would provide the system during a single visit, to either rule-out a suspected diagnosis, or to treat/prevent a confirmed diagnosis, without having to employ an outside dental laboratory service, which would incur considerable expense and additional visit(s) to the dentist at a later time.

Unlike current single-visit mouthpieces, which are designed to diagnose, treat or prevent a specific condition such as bruxism, the system can be configured to diagnose, treat, or prevent a plurality of conditions like bruxism, migraine, and sleep apnea.

Existing single-visit mouthpiece devices are designed to diagnose, treat, or prevent a single particular condition such as bruxism, migraine, or sleep apnea. If the device is ineffective, then another completely different device must be used to diagnose a separate condition. Current mouthpiece devices cannot be configured to diagnose a plurality of conditions, thus making the use of a plurality of devices cost and time prohibitive. The Total Splint System allows the dental practitioner to configure the device for a specific diagnosis, or to configure the device for a plurality of conditions, or to re-configure the device as the necessity of therapy dictates.

Figure 1:

1. Provision of independent maxillary [1] and mandibular [2] mouthpieces. These mouthpieces are filled with thermoplastic material and the patient is asked to bite into the softened material which when cooled conforms to that patients particular tooth arrangement, providing a custom fitting mouthpiece. The mouthpiece's occlusal surfaces provide a workable substrate to the practitioner. Each mouthpiece is segmented [3] to allow its cross-arch expansion or contraction, thereby conforming to any arch width or length.

1a. The maxillary mouthpiece can be configured to provide a receptive channel [4] for either a hooking element [5] (as in 2a) or a Discluding Element, both of which (hooking element and discluding element) are protected by US Patent No. 6,666,212 and exclusively licensed to Splint Decisions Inc, [6] (as in 2b) and/or lateral "side stops" [7] that the lower "Side Fins" [8] can engage (as in 2c);

1b. The mandibular mouthpiece provides for a surface lingual to the lower incisors [9] that a hooking element can engage, and provides a surface for "Side Fins" to be adhered to [10].

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Figure 2:

2. Provision of a diagnostic or therapeutic component to either or both mouthpieces.

2a. Provision of a hooking element to the maxillary mouthpiece.

2a1. Hooking element can be set to engage lower mouthpiece to prevent mandibular retrusion while allowing anterior contact, only, thereby treating and preventing jawclenching and the complications it presents.

2a2. Hooking element can be set to engage lower mouthpiece to maintain mandibular advancement while allowing anterior contact, only, thereby treating and preventing obstructive sleep apnea and the complications that jaw-clenching can present.

2b. Provision of a Discluding Element, which provides an anterior contact only, but not dictating or preventing any specific jaw position, thereby treating simple bruxism.

2c. Provision of "Side Fins", which prevent mandibular retrusion, meaning the lower jaw is limited as to how far it can move in a posterior direction, either in concert with the hooking element, or independently in concert with the Discluding Element.

Figure 3:

Presently, there is no upper and/or lower mouthpiece system that can be used for both the treatment and prevention of mild to moderate obstructive sleep apnea and medically diagnosed migraine pain. In addition, professionally provided dual-arch mouthpieces for treatment and prevention of Obstructive Sleep Apnea require at least two separate visits to the practitioner and require considerable lab fees to the practitioner, resulting prohibitive cost to the patient.  A single visit, multi-purpose mouthpiece system, that does not require the expense of an outside lab, can be configured by the practitioner to provide a variety of mouthpiece designs for the diagnosis, treatment or prevention of a plurality of conditions.

The raw materials are readily available in the USA for product manufacturing. Chairside delivery is achieved with materials supplied by Splint Decisions Inc.

The Company believes that this new product will be effective for the treatment of mild to moderate obstructive sleep apnea, and medically diagnosed migraine pain.  Management expects that growth of the importance of “The Total Splint System” to the industry segment will be of long-term duration and all patents, trademarks, licenses, franchises and concessions will gain in value.  However, management does not intend to franchise the product at this time.

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The business of the industry segment is not seasonal.  The management expects that after the dental community becomes aware of the product, sales will accelerate and not be affected by any particular season or month of the year.  

Management is confident that it presently has inventory and can maintain a more than adequate supply of the product for initial operations without burdening the cash resources of the Company.  The shelf life of the inventory items can be measured in decades.  Individual inventory items are quite small, easily stored, and not subject to theft (employee or otherwise). The extension of credit to customers will be relatively small, because the product will be sold over the phone or the Internet. In most instances payment will be required before shipment.  The rights to return of shipment will be extended to the Company’s customers, net of a return fee.  Since the product is being marketed to dental professionals that have experience with fitting dental devices, returns are expected to be minimal. Management is confident that its suppliers will be able to provide a continuous allotment of goods. As the Company owns the molds used in the manufacturing process. This enables the Company to find another fabricating supplier in a timely manner.

The Company hopes to have several thousand customers in the United States and Europe. There are no present back orders for the product and the Company has no back orders for any previous period.

(B)

Competition.

The market for products intended to treat snoring, bruxism, migraine headaches and mild to moderate sleep apnea is well developed and has many competitors. The “gold standard” for treating obstructive sleep apnea is the “CPAP Machine.” The CPAP Machine provides continuous positive air pressure on the tissues of the throat to maintain adequate airflow during sleep and so reducing the apnic events during normal sleep. Many companies manufacture this equipment that is prescribed typically through the care of Ear, Nose & Throat specialist (an “ENT”) usually following a polysomnogram study in a sleep laboratory. It is common that when a patient is diagnosed with mild to moderate to severe obstructive sleep apnea they are prescribed the CPAP Machine.

The emerging treatment option in the field of sleep medicine and sleep dentistry is the use of Oral Appliance Therapy (OAT). Patients who become CPAP intolerant often choose to use an oral appliance to treat their sleep disturbed breathing. A patient may become CPAP intolerant if their nasal mucosa tissues become dried and inflamed. It is unknown how many patients are currently treated with the CPAP Machine or how many become CPAP intolerant. Oral Appliance Therapy is a convenient alternative to CPAP for some patients and the benefits include: (1) size and weight: CPAP Machines are bulky and travel restrictive, while oral appliances are small and are carried as easily as a toothbrush; and, (2) comfort: oral appliances are more comfortable than a CPAP that must be worn with a facemask and a connecting hose for air flow making restful sleep difficult.

The CPAP Machine:

Some of the Oral Appliance Therapy competitors are: Thornton Adjustable Positioner (TAP), which is a device, manufactured by licensed dental laboratories throughout the United States. The Thornton Adjustable Positioner uses the principle of cardiopulmonary resuscitation to keep the airway open in order to help patients maintain proper breathing techniques. Oxygen is allowed to flow adequately into the airway with the help of a device that holds the lower jaw forward to prevent collapse of the airway and eliminate instances of breathing cessation. With improved breathing, patients are able to get a good night's rest and give their partners a chance to sleep with decreased snoring.

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The TAP:

Further, the SomnoMed MAS is a similar device that is manufactured by SomnoMed and consists of upper and lower dental plates with a unique patented fin-coupling component, which allows normal mouth opening and closing. If required, a part can be added to make the device adjustable. This feature provides incremental and adjustable levels of lower jaw advancement, which improves the effectiveness and comfort-level of treatment as the jaw is moved only as far as is required to alleviate snoring and reduce obstructive sleep apnea.

The SomnoMed MAS:

There are other companies actively researching and developing oral appliances to treat mild to moderate sleep apnea. Presently, the size of the market in the United States is unknown and the market penetration of the SomnoMed MAS and the TAP are also unknown. However, both are widely marketed and prescribed by licensed dentists and both products present competition to Splint Decisions and to Friendly Auto Dealers, Inc. post merger.

(C)

Risk Factors Related to the Prospective Development of Splint Decisions’ Business.

Our future business may require additional financing which will result in dilution to existing shareholders, which could in turn reduce the share price of earlier issued shares.

We may and likely will require additional capital in order to fund our prospective operations. We do not have any commitments for additional financing and there can be no assurance that such additional funding, if required, will be available, or if available, will be available upon favorable terms. With respect to our ability to obtain financing on favorable terms, we do not have significant assets to serve as loan collateral. Still further, we presently do not have a sufficient cash flow to qualify for reasonable debt financing. Insufficient funds may prevent us from implementing our new business strategy. In the event we raise additional funds through the issuance of equity securities, dilution to the then existing stockholders could result in the reduction of the share price of the earlier issued shares.

Lack of operations, positive cash flow and profitability could affect our ability to remain in business.

Until the Common Stock Share Exchange Agreement is closed, the Company cannot begin to develop its newly acquired business through the auspices of the Splint Decisions intellectual property licenses. Closing of the Common Stock Share Exchange Agreement is set for not later than January 31, 2011. Operations will not commence until after the closing. There is no guarantee that the Common Stock Share Exchange Agreement will close in a timely fashion by January 31, 2011. There is no guarantee that if the closing does not occur by January 31, 2011 that a suitable extension of time may be agreed to by the Company and Splint Decisions to complete the transaction. The Company has not generated revenues to date, and if we do not successfully close the Common Stock Share Exchange Agreement and begin to generate positive cash flow and hence become profitable, we may not be able to remain in business.

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Uncertainty of commercial success may affect our ability to remain in business.

With respect to our potential revenue and profitability based upon our marketing and sales of the Total Splint System, we may not be able to achieve commercial success. Furthermore, the industry segment is characterized by rapid change and growth.  If we fail to achieve commercial success, we will continue to suffer net losses and we may have to go out of business.

Dependence on management will affect our profitability.

Future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing. We may not be able to attract, assimilate, or retain qualified technical and managerial personnel and our failure to do so could have a material adverse effect on the business, financial condition and results of operations.

Only portions of the Splint Decisions intellectual property are patented, and our ability to market and develop the Total Splint System may be subject to adverse claims by others.

The intellectual property the Company will acquire by license from Splint Decisions and by extension from Boyd Research, Inc. is only partially protected by patents. While Boyd Research, Inc. has applied for patents related to that portion of the design of the Total Splint System that is not protected by an issued patent, there is no guarantee that any such patent will be issued by the U.S. Patent and Trademark Office, and there is no guarantee that an adverse claimant will not make a claim or take adversary actions against the patent applications currently under review. In the event that no patents are issued related to the pending patent applications, the Company’s ability to conduct its new business and launch its operations may be materially impaired and thereby have a material adverse effect on business, financial condition and results of operations.

Dependence on proprietary technology and risks of third party infringement claims could adversely affect our business and results of operations.

Although the Company has received partial patent protection for the Total Splint System, pending measures to protect our prospective proprietary rights may be inadequate to prevent misappropriation of such rights or that our competitors will not independently develop or patent technologies that are substantially equivalent to or superior to our technologies. Additionally, although we believe that our products and technologies do not infringe upon the proprietary rights of any third parties, that third parties may assert infringement claims against products and technologies that we license, or has the rights to use, from third parties. Any such claims, if proved, could materially and adversely affect our business and results of operations. In addition, though any such claims may ultimately prove to be without merit, the necessary management attention to, and legal costs associated with litigation or other resolution of such claims could materially and adversely affect our business and results of operations.

The results of research and development efforts are uncertain and we may not be able to compete effectively in the marketplace.

We will need to make additional research and development expenditures to remain competitive. While we perform usability and beta testing of new products, the products we are currently developing or may develop in the future may not be technologically successful. If they are not technologically successful, the resulting products may not achieve market acceptance and these products may not compete effectively with products of competitors currently in the market or introduced in the future. If we are unsuccessful in the marketplace, it may affect our ability to remain in business.

 

By Order of the Board of Directors.

/s/ Gerry Berg

Gerry Berg

President

November 16, 2010

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APPENDICES

(A)

Unaudited Financial Statements for Friendly Auto Dealers, Inc. for the three months ended September 30, 2010 and September 30, 2009.

(B)

Audited Financial Statements for Friendly Auto Dealers for the years ended December 31, 2009 and December 31, 2008.

(C)

Audited Financial Information for Splint Decisions Inc. for the period ended September 30, 2010.

(D)

Pro Forma Consolidated Financial Information for Friendly Auto Dealers, Inc. and Splint Decisions Inc. as of September 30, 2010.

(E)

Common Stock Share Exchange Agreement dated November 16, 2010.

(F)

Splint Decisions Inc. Certificate of Good Standing from the Secretary of State of California.

(G)

Exclusive Licensing Agreement from Boyd Research, Inc. to Splint Decisions Inc. dated October 22, 2010.

(1)

Exhibit A to Exclusive Licensing Agreement: Patents and Trademarks.

(2)

Exhibit B to Exclusive Licensing Agreement: Provisional Patent Applications.

(H)

Agreement for the Assignment of an Exclusive License Agreement for Intellectual Property Including Patents and Patents Pending from Splint Decisions Inc. and Boyd Research, Inc. to Friendly Auto Dealers, Inc. dated November 16, 2010.

(1)

Exhibit A to the Agreement for the Assignment of an Exclusive License Agreement.

(2)

Exhibit B to the Agreement for the Assignment of an Exclusive License Agreement.

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APPENDIX A

 

FRIENDLY AUTO DEALERS, INC.

(A Development Stage Enterprise)

Condensed Financial Statements

September 30, 2010 and 2009

  

  

  

A-1

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FRIENDLY AUTO DEALERS, INC.

(A Development Stage Enterprise)

Condensed Financial Statements

September 30, 2010 and 2009

 

CONTENTS

 

		Page(s)
Condensed Balance Sheets as of September 30, 2010 and December 31, 2009		A-3
Condensed Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and the period of August 6, 2007 (Inception) to September 30, 2010		A-4
Condensed Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and the period of August 6, 2007 (Inception) to September 30, 2010		A-5
Notes to the Condensed  Financial Statements		A-6 – A-10

  

A-2

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FRIENDLY AUTO DEALERS, INC.
(A Development Stage Enterprise)
Balance Sheets
		September 30, 2010			December 31, 2009
		(Unaudited)
ASSETS
Current assets
	Cash	$	1		$	1
	Prepaid expenses		-			313,151
Total current assets			1			313,152
Total assets		$	1		$	313,152
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
	Accounts payable	$	6,186		$	12,897
	Related party payable		18,716			-
Total current liabilities			24,902			12,897
Stockholders' (Deficit) Equity
	Shares held in escrow		-			(10,000)
	Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued or outstanding		-			-
	Common stock, $.001 par value; 70,000,000 shares authorized; 28,710,000 and 17,710,000 issued and outstanding at September 30, 2010 and December 31, 2009		28,710			27,710
	Additional paid in capital		2,048,048			1,929,048
	Deficit accumulated during the development stage		(2,101,659)			(1,646,503)
Total stockholders' (deficit) equity			(24,901)			300,255
Total liabilities and stockholders' (deficit) equity		$	1		$	313,152
See accompanying notes to financial statements

A-3

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A-4

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FRIENDLY AUTO DEALERS, INC.
(A Development Stage Enterprise)
Statements of Cash Flows (unaudited)
									For the period of August 6, 2007 (inception) to September 30, 2010
			Nine months ended September 30,
			2010			2009
Cash flows from operating activities
	Net loss		$	(455,156)		$	(1,099,572)		$	(2,101,659)
	Adjustments to reconcile net loss to net cash used in operating activities
		Common stock issued for services		130,000			1,687,250			1,925,500
		Common stock issued for advertising		-			3,200			3,200
		Warrants issued for services		-			34,653			34,653
	Changes in operating assets and liabilities
		Prepaid expenses		313,151			(636,593)			-
		Accounts payable		(6,711)			10,692			6,186
Net cash used in operating activities				(18,716)			(370)			(132,120)
Net cash used in investing activities				-			-			-
Cash flows from financing activities
		Proceeds from related party loans		18,716			-			25,941
		Forgiveness of related party loans		-			-			(7,225)
		Capital contributed by officer		-			-			8,405
		Proceeds from sale of stock		-			-			105,000
Net cash provided by financing activities				18,716			-			132,121
		(Decrease) increase in cash		-			(370)			1
		Cash at beginning of period		1			371			-
		Cash at end of period	$	1		$	1		$	1
Supplemental disclosure of non-cash investing and financing activities:
	Stock based compensation		$	130,000		$	1,725,103		$	1,963,353
Supplemental Cash Flow Information:
	Cash paid for interest		$	-		$	-		$	-
	Cash paid for income taxes		$	-		$	-		$	-
See accompanying notes to financial statements

A-5

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FRIENDLY AUTO DEALERS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

 September 30, 2010 and 2009

Note 1 – Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2010 and 2009 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements dated April 13, 2010 as reported in Form 10-K.  The results of operations for the period ended September 30, 2010 are not necessarily indicative of the operating results for the full year.

Note 2 – Significant Accounting Policies

Share Based Expenses

 

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Going concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

A-6

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FRIENDLY AUTO DEALERS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

 September 30, 2010 and 2009

Note 2 - Significant Accounting Policies (continued)

Recently Implemented Standards

ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

Note 3 – Stockholders’ Equity

Common stock

On March 19, 2009, the Company entered into a Memorandum of Understanding ("Memo") with Excellent Auto Consulting ("Excellent") to purchase all or a majority of the outstanding capital voting stock of Excellent in such a way that allows Excellent to acquire the business of the Company. The Memo outlines that each party negotiate and complete a Material Definitive Agreement ("Agreement"). Pursuant to the Memo, the Company issued 10,000,000 shares of its common stock to be held in trust while negotiating the Agreement. The Agreement was unilaterally terminated March 23, 2010 and the shares in escrow were returned for cancellation.

On March 25, 2010, the Company issued a total of 1,000,000 common shares at $.03 for total consideration of $30,000 to two separate consultants in consideration of consulting services provided.  

On May 13, 2010, the Company issued a total of 10,000,000 common shares at $.01 for total consideration of $100,000 to two separate consultants in consideration of services provided.

A-7

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FRIENDLY AUTO DEALERS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

 September 30, 2010 and 2009

Note 3 – Stockholders’ Equity (continued)

Warrants

The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock since the beginning of free trading stock on June 27, 2008.

The expected term of options granted is estimated at half of the contractual term as noted in the individual option agreements and represents the period of time that options granted are expected to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options.

		September 30, 2010
Expected volatility		136.53% - 217.26%
Expected dividends		0
Expected term (in years)		2 - 4
Risk-free rate		1.29% - 1.86%

A summary of option activity under the Plan as of June 30, 2010 and changes during the periods then ended are presented below:

 

		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Warrants	Shares
December 31, 2008	-	$	-	-	$	-
Granted	450,000		0.78	2.51		34,653
Exercised	-		-	-		-
Forfeited or expired	-		-	-		-
September 30, 2010	450,000	$	0.78	2,51	$	34,653
Exercisable at
September 30, 2010	450,000	$	0.78	2.51	$	34,653

Note 4 – Related Party Transactions

The Company received a total of $18,716 from a shareholder to fund operations during the nine months ended September 30, 2010. The loan bears no interest and is due on demand and as such is included in current liabilities. Imputed interest has been considered but was determined to be immaterial to the financial statements as a whole and not included herein.

During the nine months ended September 30, 2010, the company issued a total of 11,000,000 shares of its common stock valued at a total of $130,000 to two existing shareholders for services provided, one of which is our president and director.

Note 5 – Subsequent Events

The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.

A-8

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APPENDIX B

FRIENDLY AUTO DEALERS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

Financial Statements

December 31, 2009 and 2008

TABLE OF CONTENTS

		Page(s)
Report of Independent Registered Accounting Firm		B-2
Balance Sheets as of  December 31, 2009 and 2008		B-3
Statements of Operations for years ended December 31, 2009 and 2008 and the period of August 6, 2007 (Inception) to December 31, 2009		B-4
Statement of Changes in Stockholders’ Equity Cumulative from August 6, 2007 (inception) to December 31, 2009		B-5
Statements of Cash Flows for the years ended December 31, 2009 and 2008 and the period of August 6, 2007 (Inception) to December 31, 2009		B-6
Notes to the Financial Statements		B-7 – B-15

B-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors

Friendly Auto Dealers, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheets of Friendly Auto Dealers, Inc. (A Development Stage Enterprise) as of December 31, 2009 and 2008 the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period August 6, 2007 (inception) through December 31, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly,   we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit  also  includes  assessing  the  accounting principles  used  and  significant  estimates  made  by  management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Friendly Auto Dealers, Inc. (A Development Stage Enterprise) as of December 31, 2009 and 2008 and the results of its operations and cash flows for the years then ended and the period August 6, 2007 (inception) through December 31, 2009, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kyle L. Tingle, CPA, LLC

Kyle L. Tingle, CPA, LLC

April 13, 2010

Las Vegas, Nevada

B-2

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FRIENDLY AUTO DEALERS, INC.
(A Development Stage Enterprise)
Balance Sheets
		December 31,
		2009			2008
ASSETS
Current assets
	Cash	$	1		$	371
	Prepaid expenses		313,151			12,500
Total current assets			313,151			12,871
Total assets		$	313,152		$	12,871
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable	$	12,897		$	450
	Loan from shareholder		-			6,800
Total current liabilities			12,897			7,250
Stockholders' Equity
	Shares held in escrow		(10,000)			-
	Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding		-			-
	Common stock, $0.001 par value; 70,000,000 shares authorized, 27,710,000 and 6,825,000 shares issued; 17,710,000 and 6,825,000 outstanding at December 31, 2009 and 2008		27,710			6,825
	Additional paid in capital		1,929,048			107,605
	Deficit accumulated during the development stage		(1,646,503)			(108,809)
Total stockholders' equity			300,255			5,621
Total liabilities and stockholders' equity		$	313,152		$	12,871
See accompanying notes to financial statements

B-3

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FRIENDLY AUTO DEALERS, INC.
(A Development Stage Enterprise)
Statement of Operations
								For the period from August 6, 2007 (inception) to December 31, 2009
		Year ended December 31,
		2009			2008
Revenue		$	-		$	-		$	-
Expenses
	Office expenses		3,270			2,959			15,940
	Travel		-			30,474			30,474
	Officer compensation		170,000			-			170,000
	Professional fees		1,364,424			58,115			1,430,089
Total expenses			1,537,694			91,548			1,646,503
Net loss		$	(1,537,694)		$	(91,548)		$	(1,646,503)
Basic and diluted loss per common share		$	(0.10)		$	(0.01)
Weighted average shares outstanding			15,206,616			6,714,740
See accompanying notes to financial statements

B-4

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