Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended |
Nov. 30, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'SUCCESS EXPLORATION & RESOURCES INC. |
Document Type | '10-Q |
Document Period End Date | 30-Nov-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001360752 |
Current Fiscal Year End Date | '--05-31 |
Entity Common Stock, Shares Outstanding | 4,521,000 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q2 |
Success_Exploration_Resources_
Success Exploration & Resources, Inc. - Balance Sheets (USD $) | Nov. 30, 2013 | 31-May-13 | ||
Current Assets: | ' | ' | ||
Cash | $11,906 | $8,711 | ||
Note receivable | 16,564 | ' | ||
Total Current Assets | 28,470 | 8,711 | ||
TOTAL ASSETS | 28,470 | 8,711 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' | ||
Accounts payable | 2,500 | 2,529 | ||
Accrued expenses | 17,500 | 56,090 | ||
Deferred rent | 3,452 | ' | ||
Note payable, related party | ' | 56,090 | ||
Convertible note payable, related party | 179 | [1] | ' | [1] |
Accrued interest | 932 | ' | ||
Total current liabilities | 24,563 | 58,619 | ||
Total Liabilities | 24,563 | 58,619 | ||
Stockholders' Deficit | ' | ' | ||
Preferred Stock | ' | [2] | ' | [2] |
Series A Preferred Stock | ' | [3] | ' | [3] |
Series B Preferred Stock | 600 | [4] | ' | [4] |
Series C Preferred Stock | ' | [3] | ' | [3] |
Common Stock | 4,521 | [5] | 4,521 | [5] |
Additional paid-in capital | 204,366 | 78,114 | ||
Deficit accumulated during the development stage | -205,580 | -132,543 | ||
Total stockholders' deficit | 3,907 | -49,908 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $28,470 | $8,711 | ||
[1] | net discount of $70,673 | |||
[2] | 5,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at November 30, 2013 and May 31, 2013 | |||
[3] | 2,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at November 30, 2013 and May 31, 2013 | |||
[4] | 600,000 shares authorized; $0.001 par value, 600,000 shares issued and outstanding at November 30, 2013 and May 31, 2013 | |||
[5] | 600,000,000 shares authorized; $0.001 par value, 4,521,000 shares issued and outstanding at November 30, 2013 and May 31, 2013 |
Success_Exploration_Resources_1
Success Exploration & Resources, Inc. - Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | 96 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Income Statement | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' |
Professional fees | 17,000 | 19,150 | 17,000 | 26,150 | 120,870 |
General and administrative | 46,334 | 2,755 | 54,926 | 4,452 | 84,925 |
TOTAL OPERATING EXPENSES | 63,334 | 21,905 | 71,926 | 30,602 | 205,795 |
Net loss from operations | -63,334 | -21,905 | -71,926 | -30,602 | -205,795 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | 1,326 |
Interest expense | -831 | ' | -1,111 | ' | -1,111 |
Total other income (expense) | -831 | ' | -1,111 | ' | 215 |
Net Loss | ' | ' | ($73,037) | ($30,602) | ($205,580) |
Per share data: | ' | ' | ' | ' | ' |
Basic loss per common share | ($0.01) | $0 | ($0.02) | ($0.01) | ' |
Weighted average number of shares outstanding- basic | 4,521,000 | 4,521,000 | 4,521,000 | 4,521,000 | ' |
Success_Exploration_Resources_2
Success Exploration & Resources, Inc. - Statements of Cash Flows (USD $) | 6 Months Ended | 96 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Statement of Cash Flows | ' | ' | ' |
Net Loss | ($73,037) | ($30,602) | ($205,580) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Non-cash interest expense | 179 | ' | 179 |
Changes in operating assets and liabilities: | ' | ' | ' |
Increase (decrease) in accounts payable | -29 | ' | 2,500 |
Increase in accrued expenses | 17,500 | ' | 17,500 |
Increase in deferred rent | 3,452 | ' | 3,452 |
Increase in accrued interest | 932 | ' | 932 |
Net cash provided used in operating activities | -51,003 | -30,602 | -181,017 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Increase in note receivable | -16,564 | ' | -16,564 |
Net cash used in investing activities | -16,564 | ' | -16,564 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from notes payable, related party | ' | 30,602 | 86,090 |
Proceeds from convertible note payable, related party net | 70,852 | ' | 70,852 |
Payments on notes payable | -90 | ' | -30,090 |
Proceeds from sale of common stock | ' | ' | 82,635 |
Net cash provided by financing activities | 70,762 | 30,602 | 209,487 |
NET CHANGE IN CASH | 3,195 | ' | 11,906 |
CASH, BEGINNING OF PERIOD | 8,711 | 38,711 | ' |
CASH, END OF PERIOD | 11,906 | 38,711 | 11,906 |
Supplemental Disclosures Of Cash Flow Information: | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for income taxes | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Series B Preferred Stock issued for debt conversion | $56,000 | ' | $56,000 |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 1 - Basis of Presentation | ' |
NOTE 1 – BASIS OF PRESENTATION | |
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended May 31, 2013 and for the period from Inception (November 29, 2005) to November 30, 2013 and notes thereto included in the Company’s Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. | |
Results of operations for the interim period are not indicative of annual results. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of operations | |
The Company is currently seeking, and has accelerated its efforts, to evaluate and acquire complimentary operational businesses or business units in emerging markets, with a primary focus on technology and technology delivery, marketing and marketing solutions, on which to base the Company’s future business activities. Management is seeking to acquire assets or shares of an entity engaged in business which generates revenues and have complimentary and synergistic business models, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations. | |
Following the change of control, July 30, 2013, the Company elected to remain a “shell company”, a self determined status, as that term is defined in the Exchange Act; however, management of the Company has accelerated its efforts to acquire complimentary business or business assets on which to base the Company’s future business activities. | |
Management is actively pursuing business units in emerging technologies to acquire assets or controlling shares of complimentary entity or entities who are actively engaged in business which; firstly, generate positive EBITDA and secondly, revenues, and lastly, are unique to the space with high potential for immediate growth, to further the Company’s Plan of Operations, in exchange for the Company’s securities and expertise in these areas. | |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of November 30, 2013 and May 31, 2013, cash and cash equivalents were $11,906 and none, respectively. | |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2013 and May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |
Development Stage Company | |
The Company complies with ASC 915 for its characterization of the Company as a Development Stage Entity. | |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements and, while it believes that none of such pronouncements shall have a detrimental or materially negative effect on the Company’s Plan of Operations, Financial Reporting and or Controls, the Company has no control of or over such pronouncements and as such, any and all future pronouncements may represent a Risk Factor which the Company has no control over, which may have a material effect on the Company future operations, financial stability and controls. | |
As of the date herein, the Company has evaluated the most recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. | |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Note_3_Going_Concern
Note 3 - Going Concern | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 3 - Going Concern | ' |
NOTE 3 – GOING CONCERN | |
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues as of the date herein. As shown on the accompanying financial statements, the Company has incurred a net loss of $205,580 for the period from inception (November 29, 2005) to November 30, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities. | |
In order to obtain the necessary capital, the Company may seek equity and/or debt financing. If the financing does not provide sufficient capital, shareholders and non-affiliates of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, there are no assurances or formal agreements obliging any shareholder, officer or director or non-affiliate to provide such funds. The Company is dependent upon management’s ability to secure equity and/or debt financing and there are no assurances that management will be successful. Absent additional financing, it is unlikely for the Company to continue as a going concern. | |
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Note_4_Note_Payable_Related_Pa
Note 4 - Note Payable - Related Party | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 4 - Note Payable - Related Party | ' |
NOTE 4 – NOTE PAYABLE – RELATED PARTY | |
Prior to June 1, 2013, Mr. Long, a former officer and director of the Company, had loaned the Company an aggregate amount of $56,090. This loan bore no interest and was due upon demand. On July 30, 2013, in connection with the change of control of the Company, Mr. Long sold his debt to HSC Holdings LLC pursuant to a Debt Exchange Agreement with HSC Holdings LLC, the Company's majority shareholder, in which Mr. Long’s note was exchanged for a Promissory Note in the principal amount of $56,000 with HSC Holdings LLC. The note is due December 31, 2013, bears interest at the rate of 6% per annum due on maturity and is unsecured. | |
On November 11, 2013 the Board of Directors and a majority in interest of the Shareholders approved the issuance of 600,000 Series B Super Voting Preferred Shares, par value $0.001, to redeem the above Promissory Note in the amount of $56,000 bearing 6% interest, that would have matured on December 31, 2013, payable to majority shareholder, HSC Holdings, LLC. Such Promissory Note was issued in conjunction with the change of control on July 30, 2013. The shares were issued during November 2013. | |
As of November 30, 2013 and May 31, 2013, the note payable balance owed to a related party was $0 and $56,090, respectively. |
Note_5_Convertible_Note_Payabl
Note 5 - Convertible Note Payable - Related Party | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 5 - Convertible Note Payable - Related Party | ' |
NOTE 5 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY | |
On November 29, 2013 the Company entered into a Convertible Promissory Note (“Note”) in the amount of $70,852, bearing 8% interest per annum, maturing on December 29, 2014, with Secured Income Reserve, Inc., a related party. Ilona A. Mandelbaum is a director of the Company, the managing partner of HSC Holdings LLC, the majority shareholder of the Company and Ms. Mandelbaum is also the majority shareholder of Secured Income Reserve, Inc. The Company plans to utilize the loan as follows: $10,000 for office rent, supplies, phone & utilities; $25,000 for legal, consulting & accounting; and $35,852 for working capital purposes. | |
At the option of the Lender (or Holder), Lender may convert the note and the unpaid interest thereon into the Common Stock of the Company based upon the closing bid price of one shares of the Common Stock as published by the OTC Markets Weekly Report at the rate of the lesser of Ten cents ($0.10) or 50% of the average prior five days bid price of one (1) share of Common Stock. In the event there is no published Closing bid price for one (1) shares of Common Stock of the Borrower as published by the OTC Markets Weekly Report, or if, such published amount is less than par value, the Lender may convert all such amounts due to Lender at two (2) times par value of One (1) Common Stock of the Company. The beneficial conversion feature resulting from the discounted conversion price on the date of grant was valued to be the full principal amount of the Note, $70,852. This value was recorded as a discount on debt and offset to additional paid in capital. The debt discount will be amortized to interest expense over the term of the note using the effective interest method. During the three months ended November 30, 2013, debt discount in the amount of $179 was amortized to interest expense with $70,673 remaining as the unamortized portion of the discount. | |
As of November 30, 2013, the convertible note payable balance owed to the related party was $70,852, offset by the remaining debt discount of $70,673 and presented on the financial statements in the net amount of $179 as the convertible note payable amount due to related party. |
Note_6_Note_Receivable
Note 6 - Note Receivable | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 6 - Note Receivable | ' |
NOTE 6 – NOTE RECEIVABLE | |
During the three month period ended November 30, 2013, the Company loaned $16,564 to a nonaffiliated company in the technology sector and the amounts were used primarily for technology development, employee compensation. Such amounts bear 6% interest and are due and payable on demand. The monies are further secured by encryption software technology developed by the third party company. The Company has secured both the source code and the only hard copy of the software known to exist. The Company does not anticipate investing in any other such facilities nor intends to lend further amounts to the borrower. | |
As of November 30, 2013, the note receivable balance owed to the Company was $16,564. |
Note_7_Stockholders_Equity
Note 7 - Stockholders' Equity | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 7 - Stockholders' Equity | ' |
NOTE 7 – STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue 600,000,000 shares of Common Stock, 5,000,000 shares of “blank check” Preferred Stock, 2,000,000 shares of Series ‘A’ Preferred Stock, 600,000 shares of Series ‘B’ Super Voting Preferred Stock and 2,000,000 shares of Series ‘C’ Preferred Stock, each with a par value of $0.001 per share. | |
On September 6, 2013, the Company approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation, Article IV (the “Certificate”) (a) to authorize 600,000,000 shares of $0.001 par value per share common stock and (b) to re-authorize 5,000,000 shares of “blank check” preferred stock, $0.001 par value per share of Preferred Stock. | |
On November 7, 2013, the Company approved the filing of a Certificate of Amendment to the Articles of Incorporation, setting forth the Designation of Rights & Preferences for three (3) series of Preferred Stock, namely; 2,000,000, Series ‘A’ Preferred Stock, 600,000 Series ‘B’ Super Voting Preferred Stock and 2,000,000 Series ‘C’ Preferred Stock, pursuant to Nevada (NRS) 78.385 & 78.390 – After Issuance of Stock and further pursuant to NR 78.1955. | |
The designations, rights and preferences of the 2,000,000 shares of Series A Preferred Stock include: | |
• each share is entitled to the number of votes as shall equal the number of shares of our common stock into which it is then convertible, and the holders of the Series A Preferred Stock will vote together with the holders of our common stock as a single class on all matters submitted to a vote of our stockholders, except as required by law or as otherwise provided, | |
• the shares are convertible at our option at any time, or by the option of the holder at any time within the first 12 months of issuance, into shares of our common stock at a conversion ratio determined by (i) multiplying the number of shares of Series A Preferred Stock to be converted by $2.50 plus any declared but unpaid dividends, and (ii) dividing the result thereof by the conversion price of $2.50, and the multiplying this amount by two, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, | |
• cumulative dividends accrue on each share of Series A Preferred Stock at the rate of 10% per annum payable twice per calendar year, if and when declared by our Board of Directors. Any declared dividends are payable in cash, shares of our common stock, additional shares of Series A Preferred Stock, or any combination thereof in our discretion, | |
• each share has a liquidation preference of $2.50 per share, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, plus any accrued but unpaid dividends, | |
• so long as any shares of Series A Preferred Stock are outstanding, the consent of the holders of at least 51% of the shares is necessary to create any series of preferred stock which is not junior to the Series A Preferred Stock, | |
• at any time upon 10 days notice, and providing that we receive the consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock, we are entitled to redeem the shares for a redemption price of (i) $2.50 per share plus declared but unpaid dividends, payable in cash, and (ii) two shares of our common stock, and | |
• at any time that we (i) complete a “qualified financing,” or (ii) a “qualified registration statement” has occurred, the holders of the Series A Preferred Stock have the right to put the shares back to us and we are obligated to pay them an amount, in cash, equal to 125% of the stated value of the Series A Preferred Stock. For the purposes of the designations, “qualified financing” means gross proceeds received by us from the issuance of equity, debt or equity-linked securities of at least $10 million, and “qualified registration statement” means any registration statement undertaken by us of any equity or equity-linked securities. | |
The designations, rights and preferences of the 600,000 shares of Series ‘B’ Super Voting Preferred Stock include: | |
• the holders have 1,000 times the number of votes on all matters submitted to a vote of our stockholders that each stockholder of our common stock is entitled to on any matter submitted to a vote of our stockholders. The Series B Super Voting Preferred Stock and common stock vote together as a single class, | |
• the shares of Series B Super Voting Preferred Stock are not convertible into any other security, | |
• the shares pay an annual dividend of 3% of the original issuance price of $0.001 per share if and when declared by the Board of Directors. If, in any 12 month period, the Board declared dividends on our common stock which would exceed the declared dividends on the Series B Super Voting Preferred Stock in such period determined on a common share equivalent basis, the Board is obligated to declare and pay additional dividends on the Series B Super Voting Preferred Stock so that the total dividends on are parity determined on a common stock equivalent basis, and | |
• subject to any preferential liquidation rights, upon the liquidation or winding up of our company, the holders of Series B Super Voting Preferred Stock are entitled to a distribution in an amount equal to the amount available for distribution to our common stockholders. | |
The designations, rights and preferences of the 2,000,000 shares of Series ‘C’ Preferred Stock include: | |
• each share is entitled to the number of votes as shall equal the number of shares of our common stock into which it is then convertible, and the holders of the Series C Preferred Stock will vote together with the holders of our common stock as a single class on all matters submitted to a vote of our stockholders, except as required by law or as otherwise provided, | |
• each share is convertible at the option of the holder into two shares of our common stock; provided, however, that such shares may be converted into shares of our common stock with our permission, but restricted for a period of (i) six months after purchase if we file public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934, or (ii) 12 months if we do not file such public reports, | |
• cumulative dividends accrue on each share of Series C Preferred Stock at the rate of 10% per annum, if and when declared by our Board of Directors. Any declared dividends are payable in cash, shares of our common stock, additional shares of Series C Preferred Stock, or any combination thereof in our discretion, | |
• each share has a liquidation preference of $5.00 per share, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, plus any accrued but unpaid dividends, | |
• with the consent of the holders of at least 51% of the then outstanding shares of Series C Preferred Stock, the company may call for and or convert the shares into shares of our common stock , | |
• at any time upon 10 days notice, and providing that we receive the consent of the holders of at least 51% of the then outstanding shares of Series C Preferred Stock, we are entitled to redeem the shares for a redemption price | |
of (i) $5.00 per share plus declared but unpaid dividends, payable in cash, and (ii) one share of our common stock, and | |
• at any time that we (i) complete a “qualified financing,” or (ii) a “qualified registration statement” has occurred, the holders of the Series C Preferred Stock have the right to put the shares back to us and we are obligated to pay them an amount, in cash, equal to 125% of the stated value of the Series C Preferred Stock. For the purposes of the designations, “qualified financing” means gross proceeds received by us from the issuance of equity, debt or equity-linked securities of at least $20 million, and “qualified registration statement” means any registration statement undertaken by us of any equity or equity-linked securities. | |
On November 11, 2013 the Board of Directors and a majority in interest of the Shareholders approved the issuance of 600,000 Series B Super Voting Preferred Shares, par value $0.001, to redeem a Promissory Note in the amount of $56,000 bearing 6% interest, that would have matured on December 31, 2013, payable to majority shareholder, HSC Holdings, LLC. Such Promissory Note was issued in conjunction with the change of control on July 30, 2013. The redemption of such Promissory Note and the Issuance of the Preferred Shares is reflected on the Financial Statements of the Company attached herein and by reference. | |
For the three months ended November 30, 2013, 600,000 Series B Super Voting Preferred Shares were issued as discussed above and no Common Shares were issued. | |
At November 30, 2013, there were 4,521,000 shares of Common Stock and 600,000 shares Series B Super Voting Preferred Stock issued and outstanding. |
Note_8_Warrants_and_Options
Note 8 - Warrants and Options | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 8 - Warrants and Options | ' |
NOTE 8 – WARRANTS AND OPTIONS | |
As of November 30, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock. |
Note_9_Related_Party_Transacti
Note 9 - Related Party Transactions | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 9 - Related Party Transactions | ' |
NOTE 9 – RELATED PARTY TRANSACTIONS | |
On November 11, 2013, the Company redeemed a Promissory Note in the amount of $56,000 (see Note 5). | |
On November 29, 2013 the Company entered into a Convertible Promissory Note in the amount of $70,852 with a related party (see Note 6). | |
Office space and related utilities and office expenses had been provided without charge by an officer and director of the Company through the change of control on July 30, 2013 through September 30, 2013 and such costs were provided for no consideration; accordingly, they had not been reflected herein. On October 22, 2013 the Company requested Assignment of the Lease for the Company’s current office space to Success Exploration & Resources, Inc. As a result of such request for Assignment; the Company paid $4,743.50 in both October 2013 and November 2013 to G&C Congress Investors, LLC, the landlord, for office rent. Additional and related utilities and office expenses relating to the office space have also been paid by the Company and are reflected in the Financial Statements of the Company and referenced herein. The Company anticipates such Assignment to be completed prior to the next reporting period and will continue to make lease payments in the interim, including its general office expenses and utilities. | |
The Board of Directors has decided to review, at the next meeting of the Board of Directors, all monies advanced, and all such advances provided to the Company by affiliates, shareholders and officers of the Company and may elect to reimburse such costs which include but are not limited to any and all such costs incurred by HSC Holding, LLC related to the financing of the Company. If the Company elects to reimburse such advances, these advances, costs and charges shall be reflected in subsequent financial reports. | |
On October 15, 2013 the Company entered into a Consulting & Distribution Agreement with Intelakare Marketing, Inc., to provide business and consulting services to the Company. Raymond Talarico, Director and Chief Financial Officer of the Company is also the majority shareholder of IntelaKare Marketing, Inc.; terms and conditions of such Agreement are as reported on Form 8-K during the period. The Company has entered into negotiations and anticipates entering into a long term employment agreement with Mr. Talarico during the next quarter. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 6 Months Ended |
Nov. 30, 2013 | |
Notes | ' |
Note 10 - Subsequent Events | ' |
NOTE 10 – SUBSEQUENT EVENTS | |
The Company is not aware of any subsequent matters requiring disclosure at this time, other than the issuance of three Convertible Promissory Notes as discussed below. | |
On January 3, 2014, the Company entered into a Convertible Promissory Note in the amount of $75,000 for working capital purposes by the Company, bearing an interest rate of 15% per annum, maturing on January 3, 2015, with Tamda Marketing, Inc. a non-affiliated Debt holder. Terms of the Convertible Promissory Note require the Company to prepay the interest on the Convertible Promissory Note in the amount of $11,250. Additional terms include the ability of the Holder at the option of the Holder to convert such Convertible Promissory Note. | |
On December 20, 2013, the Company entered into a Convertible Promissory Note in the amount of $65,000 for working capital purposes by the Company, bearing an interest rate of 15% per annum, maturing on December 20, 2014, with Tamda Marketing, Inc. a non-affiliated Debt holder. Terms of the Convertible Promissory Note require the Company to prepay the interest on the Convertible Promissory Note in the amount of $9,750. Additional terms include the ability of the Holder at the option of the Holder to convert such Convertible Promissory Note. | |
On December 9, 2013, the Company entered into a Convertible Promissory Note in the amount of $110,000 for working capital purposes by the Company, bearing an interest rate of 15% per annum, maturing on December 9, 2014, with Tamda Marketing, Inc. a non-affiliated Debt holder. Terms of the Convertible Promissory Note require the Company to prepay the interest on the Convertible Promissory Note in the amount of $16,500. Additional terms include the ability of the Holder at the option of the Holder to convert such Convertible Promissory Note. | |
The conversion terms contained in the three Convertible Promissory Notes described above are identical and read as follows: | |
“At the option of the Lender (or Holder), Lender may convert the note and the unpaid interest thereon into the Common Stock of the Company based upon the closing bid price of one shares of the Common Stock as published by the OTC Markets Weekly Report at the rate of the lesser of Ten cents ($0.10) or 50% of the average prior five days bid price of one (1) share of Common Stock. In the event there is no published Closing bid price for one (1) shares of Common Stock of the Borrower as published by the OTC Markets Weekly Report, or if, such published amount is less than par value, the Lender may convert all such amounts due to Lender at two (2) times par value of One (1) Common Stock of the Borrower.” |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies: Nature of Operations (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Nature of Operations | ' |
Nature of operations | |
The Company is currently seeking, and has accelerated its efforts, to evaluate and acquire complimentary operational businesses or business units in emerging markets, with a primary focus on technology and technology delivery, marketing and marketing solutions, on which to base the Company’s future business activities. Management is seeking to acquire assets or shares of an entity engaged in business which generates revenues and have complimentary and synergistic business models, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations. | |
Following the change of control, July 30, 2013, the Company elected to remain a “shell company”, a self determined status, as that term is defined in the Exchange Act; however, management of the Company has accelerated its efforts to acquire complimentary business or business assets on which to base the Company’s future business activities. | |
Management is actively pursuing business units in emerging technologies to acquire assets or controlling shares of complimentary entity or entities who are actively engaged in business which; firstly, generate positive EBITDA and secondly, revenues, and lastly, are unique to the space with high potential for immediate growth, to further the Company’s Plan of Operations, in exchange for the Company’s securities and expertise in these areas. |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of November 30, 2013 and May 31, 2013, cash and cash equivalents were $11,906 and none, respectively. |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2013 and May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies: Development Stage Company (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Development Stage Company | ' |
Development Stage Company | |
The Company complies with ASC 915 for its characterization of the Company as a Development Stage Entity. |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies: Recent Pronouncements (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Recent Pronouncements | ' |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements and, while it believes that none of such pronouncements shall have a detrimental or materially negative effect on the Company’s Plan of Operations, Financial Reporting and or Controls, the Company has no control of or over such pronouncements and as such, any and all future pronouncements may represent a Risk Factor which the Company has no control over, which may have a material effect on the Company future operations, financial stability and controls. | |
As of the date herein, the Company has evaluated the most recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies: Earnings Per Share (Policies) | 6 Months Ended |
Nov. 30, 2013 | |
Policies | ' |
Earnings Per Share | ' |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Note_3_Going_Concern_Details
Note 3 - Going Concern (Details) (USD $) | 6 Months Ended | 96 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Details | ' | ' | ' |
Net Loss | $73,037 | $30,602 | $205,580 |
Note_4_Note_Payable_Related_Pa1
Note 4 - Note Payable - Related Party (Details) (USD $) | Nov. 30, 2013 | Nov. 11, 2013 | 31-May-13 | Dec. 31, 2013 | Nov. 11, 2013 |
HSC Holdings LLC | HSC Holdings LLC | ||||
Due to Affiliate, Current | ' | ' | $56,090 | ' | ' |
Promissory Note | ' | ' | ' | 56,000 | 56,000 |
Accounts Payable, Interest-bearing, Interest Rate | ' | ' | ' | 6.00% | 6.00% |
Series B Preferred Stock Issued | ' | 600,000 | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' | ' |
Notes Payable | $0 | ' | $56,090 | ' | ' |
Note_5_Convertible_Note_Payabl1
Note 5 - Convertible Note Payable - Related Party (Details) (USD $) | Nov. 30, 2013 | Dec. 29, 2014 | Nov. 29, 2013 |
Secured Income Reserve, Inc. | Secured Income Reserve, Inc. | ||
Convertible Notes Payable, Noncurrent | $70,852 | ' | $70,852 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | 8.00% |
Debt Instrument, Maturity Date | ' | 29-Dec-14 | ' |
Debt Instrument, Unamortized Discount | 70,673 | ' | ' |
Convertible Notes Payable, Current | $179 | ' | ' |
Note_6_Note_Receivable_Details
Note 6 - Note Receivable (Details) (USD $) | 3 Months Ended |
Nov. 30, 2013 | |
Details | ' |
Proceeds from Sale of Notes Receivable | $16,564 |
Debt Instrument, Interest Rate, Effective Percentage | 6.00% |
Note receivable | $16,564 |
Note_7_Stockholders_Equity_Det
Note 7 - Stockholders' Equity (Details) (USD $) | Nov. 30, 2013 | Nov. 11, 2013 | Nov. 07, 2013 | Sep. 06, 2013 |
Details | ' | ' | ' | ' |
Common Stock, Shares Authorized | 600,000,000 | ' | ' | 600,000,000 |
Preferred Stock, Shares Authorized | 5,000,000 | ' | 2,000,000 | 5,000,000 |
Series A Preferred Stock Authorized | 2,000,000 | ' | ' | ' |
Series B Preferred Stock Authorized | 600,000 | ' | 600,000 | ' |
Series C Preferred Stock Authorized | 2,000,000 | ' | 2,000,000 | ' |
Common Stock, Par or Stated Value Per Share | ' | ' | ' | $0.00 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (USD $) | Nov. 30, 2013 | Jan. 03, 2015 | Dec. 20, 2014 | Dec. 09, 2014 | Jan. 03, 2014 | Dec. 20, 2013 | Dec. 09, 2013 |
Tamda Marketing, Inc. | Tamda Marketing, Inc. | Tamda Marketing, Inc. | Tamda Marketing, Inc. | Tamda Marketing, Inc. | Tamda Marketing, Inc. | ||
Convertible Notes Payable, Noncurrent | $70,852 | ' | ' | ' | $75,000 | $65,000 | $110,000 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | 15.00% | 15.00% | 15.00% |
Debt Instrument, Maturity Date | ' | 3-Jan-15 | 20-Dec-14 | 9-Dec-14 | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Amount | ' | ' | ' | ' | $11,250 | $9,750 | $16,500 |