Delaware | 5731 | 27-3848069 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Calculation of Registration Fee |
Title of Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
Common Stock, $0.001 per share (1) | 2,000,000 | $ | 0.05 | (2) | $ | 100,000.00 | $ | 11.61 | ||||||||
Total | 2,000,000 | $ | 0.05 | (2) | $ | 100,000.00 | $ | 11.61 | * |
(1) | Represents common shares currently outstanding to be sold by the selling security holders. |
(2) | The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shares were sold to the selling security holders in private placement transactions. The selling shareholders may sell shares of our common stock only at a fixed price of $0.05 per share until, if at all, our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.05 has been arbitrarily determined. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. |
In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended. |
Page | |
Prospectus Summary | 1 |
Risk Factors | 5 |
Risk Factors Relating to Our Company | 5 |
Risk Factors Relating to Our Common Shares | 7 |
The Offering | 11 |
Use of Proceeds | 11 |
Dilution | 11 |
Determination of Offering Price | 11 |
Forward Looking Statements | 12 |
Selling Security holders | 12 |
Plan of Distribution | 14 |
Description of Securities | 16 |
Interest of Named Experts and Counsel | 16 |
Description of Business | 16 |
Description of Property | 22 |
Legal Proceedings | 22 |
Market for Common Equity and Related Stockholder Matters | 22 |
Dividend Policy | 22 |
Share Capital | 22 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 |
Directors, Executive Officers, Promoters, and Control Persons | 25 |
Director Independence | 26 |
Executive Compensation | 26 |
Security Ownership of Certain Beneficial Owners and Management | 27 |
Certain Relationships and Related Transactions | 28 |
Expenses of Issuance and Distribution | 28 |
Legal Matters | 28 |
Indemnification for Securities Act Liabilities | 28 |
Experts | 28 |
Where You Can Find More Information | 29 |
Financial Statements | F-1 |
Information not Required in Prospectus | 30 |
Securities offered: | 2,000,000 shares of common stock, par value $.0001 | |
Offering price : | The selling security holders purchased their shares of common stock from the Company at the price of $0.02 per share and will be offering their shares of common stock at an arbitrarily determined price of $0.05 per share. This is a fixed price at which the selling security holders may sell their shares until, if at all, our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. | |
Shares outstanding prior to offering: | 9,500,000 shares of common stock. | |
Shares outstanding after offering: | 9,500,000 shares of common stock. | |
Our executive officers and directors currently own 78.9% of our outstanding common stock. As a result, our executive officers and directors have substantial control over all matters submitted to our stockholders for approval. | ||
Market for the common shares: | There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. | |
Use of proceeds: | We will not receive any proceeds from the sale of shares by the selling security holders. |
Going Concern Considerations: | As reflected in the accompanying financial statements, the Company is in the development stage and has an accumulated deficit of $38,720 as of Novembe 30, 2011. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. | |
Summary Risk Factors: | Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus and our financial statements and the related notes before you decide whether to invest in our common stock. |
· | We are a development stage company, have generated very limited revenue to date and have a limited operating history upon which we may be evaluated. |
· | We expect losses in the future because we have very limited revenue to offset losses. |
· | Our business model is unproven and our success is dependent on our ability to develop and then expand our customer base. |
· | Our independent auditor has issued a going concern opinion after reviewing our financial statements; our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed. |
· | We are dependent on suppliers for the supply of our products , making us vulnerable to supply problems and price fluctuations, which could cause us to fail to meet the demands of our customers and could adversely affect our financial results to the extent we were unable to find replacement suppliers . |
· | We are completely dependent on the services of our executive officers. If we should lose their services before we are able to engage and retain qualified employees or consultants to execute our business plan, we may not be able to continue with our business model. |
· | Since our officers and directors work or consult for other companies, their activities could slow down our operations. |
· | Our two principal stockholders, who are our officers and directors, own a controlling interest in our voting stock. Therefore investors will not have any voice in our management, which could result in decisions adverse to our general shareholders. |
· | If we incur product liability, warranty and other claims against us, including wrongful death claims, our business, results of operations and financial condition may be harmed. |
· | We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value. |
· | Our executive officers and directors own a controlling interest in our voting stock and may take actions that are contrary to your interests, including selling their stock. |
· | Our common stock is subject to the "penny stock" rules of the Securities and Exchange Commission (“SEC”) and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. |
· | The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock. |
· | The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment. |
· | State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. |
· | Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations. |
· | If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount. |
· | We may be exposed to potential risks and significant expenses resulting from the requirements under Section 404 of the Sarbanes-Oxley Act of 2002. |
· | Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. |
· | The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations. |
For the six months ended November 30, 2011 | For the period from November 3, 2010 (inception) through November 30, 2011 | For the period from November 3, 2010 (inception) through May 31, 2011 (audited) | ||||||||||
Statement of Operations Data | ||||||||||||
Operating revenues | 0 | 5,916 | $ | 5,916 | ||||||||
Net loss | (20,328 | ) | (38,720 | ) | $ | (18,392 | ) |
Balance Sheet Data (audited): | ||||
As of May 31, 2011 | ||||
Working capital | $ | 18,807 | ||
Total assets | $ | 21,280 | ||
Total liabilities | 750 | |||
Stockholders Equity | $ | 20,530 |
Balance Sheet Data (unaudited): |
As of November 30, 2011 | ||||
Working capital deficit | $ | (1,182 | ) | |
Total assets | $ | 6,977 | ||
Total liabilities | 6,775 | |||
Stockholders Equity | $ | 202 |
• | election of our board of directors; |
• | removal of any of our directors; |
• | amendment of our Articles of Incorporation or bylaws; and |
• | adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us. |
o | Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
o | Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
o | "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
o | Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
o | any market for our shares will develop; |
o | the prices at which our common stock will trade; or |
o | the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. |
Name of Selling Security Holders (1) | Common Shares owned by the Selling Security Holder | Number of Shares Offered by Selling Security Holder | Number of Shares and Percent of Total Issued and Outstanding Held After the Offering | |||||||||||||
# of Shares | % of Class | |||||||||||||||
0 | * | |||||||||||||||
Asher Shvartz | 50,000 | 50,000 | 0 | * | ||||||||||||
Ester Sphadg | 50,000 | 50,000 | 0 | * | ||||||||||||
Michael Sphadg | 50,000 | 50,000 | 0 | * | ||||||||||||
Reuven Suliman | 50,000 | 50,000 | 0 | * | ||||||||||||
Elimelech Titelbum | 50,000 | 50,000 | 0 | * | ||||||||||||
Israel Trisman | 50,000 | 50,000 | 0 | * | ||||||||||||
Shlomo Vizel | 50,000 | 50,000 | 0 | * | ||||||||||||
Natan Wanberger | 50,000 | 50,000 | 0 | * | ||||||||||||
Yechiel Weiss | 50,000 | 50,000 | 0 | * | ||||||||||||
Jakob Wieder | 50,000 | 50,000 | 0 | * | ||||||||||||
Shiran Sason | 50,000 | 50,000 | 0 | * | ||||||||||||
Sason Tal Meir | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Shafray | 50,000 | 50,000 | 0 | * | ||||||||||||
Efrayim Shehter | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Shimonovitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Shimon Aberman | 50,000 | 50,000 | 0 | * | ||||||||||||
Nacham Cheshin | 50,000 | 50,000 | 0 | * | ||||||||||||
Israel Dayts | 50,000 | 50,000 | 0 | * | ||||||||||||
David Deitsh | 50,000 | 50,000 | 0 | * | ||||||||||||
Moshe Duitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Yosef Duitch | 50,000 | 50,000 | 0 | * | ||||||||||||
Shneor Eizenbach | 50,000 | 50,000 | 0 | * | ||||||||||||
Shalom Erenfeld | 50,000 | 50,000 | 0 | * | ||||||||||||
David Glike | 50,000 | 50,000 | 0 | * | ||||||||||||
Nacham Leizerovits | 50,000 | 50,000 | 0 | * | ||||||||||||
Abrham Ludmir | 50,000 | 50,000 | 0 | * | ||||||||||||
Mordehai Rabinovitz | 50,000 | 50,000 | 0 | * | ||||||||||||
Yakov Raizner | 50,000 | 50,000 | 0 | * | ||||||||||||
Miriam Saiag | 50,000 | 50,000 | 0 | * | ||||||||||||
Ilan Salomon Taub | 50,000 | 50,000 | 0 | * | ||||||||||||
Shmuel Klein | 50,000 | 50,000 | 0 | * | ||||||||||||
Yosef Kluger | 50,000 | 50,000 | 0 | * | ||||||||||||
Yishay Lederman | 50,000 | 50,000 | 0 | * | ||||||||||||
Shlomo Lodmir | 50,000 | 50,000 | 0 | * | ||||||||||||
Yechezkel Kats | 50,000 | 50,000 | ||||||||||||||
Miriam Itta Katz | 50,000 | 50,000 | ||||||||||||||
Shmuel David Klain | 50,000 | 50,000 | ||||||||||||||
Shalom Klein | 50,000 | 50,000 | ||||||||||||||
Aharon Hershler | 50,000 | 50,000 | 0 | * |
1. | Revenues will be generated from sale of products to customers. We would order products on behalf of our customers directly from our suppliers at the time of the order being received from a customer and the products would be shipped directly to the customer. We would earn revenue based on the difference between our negotiated price for the product with our suppliers and the price that the customer pays. |
2. | We plan to offer banner advertising on our website for new manufacturers hoping to launch new products. |
3. | Finally, we plan to earn revenues for special promotions to enable manufacturers to launch new products - we would sell “premium shelf space” on our website. Part of the Company’s officers’ duties will be conducting on-line searches for manufacturers interested in promoting their new products. We anticipate building relationships with the manufacturers by using banner advertising on their websites as well. |
· | Featured Companies - Featured Company Listing, the Company listing will always appear on top of all Standard company listings within the USA and industry sector. |
· | Banner advertising - Unlimited number of impressions and clicks for banner ads rotating throughout the entire directory and portal both over 320,000 pages per year. |
· | Editor's Pick Text Ads - Small target messages appearing on the right side as Editor's Pick of each single page across the entire directory of over 300,000 pages. |
· | Home page - Featuring the Company on the home page of the directory (Company name, short description and hyper link to the company’s web site). Reach thousands of export import industry oriented visitors that enter our home page daily. |
Purpose | Allocated | |||
Website Maintenance | $ | 20,000 | ||
Advertising / Marketing | $ | 30,000 | ||
Travel | $ | 10,000 | ||
Cost of operating as a public company | $ | 25,000 | ||
Total | $ | 85,000 |
May 1, 2012 | $ | 5,000 | ||
August 1,2012 | $ | 5,000 | ||
November 1, 2012 | $ | 5,000 | ||
February 1, 2012 | $ | 5,000 |
§ | Approximately $13,000 will be needed for hiring WPRS (Website Promotion & Ranking Services) to promote the company’s website for a 24- month period. WPRS will be the priority component of our marketing strategy. Due to the extreme World Wide Web competition, website promotion is the most vital component to get our website on top of the list of competitors. |
§ | Approximately $15,000 will be needed for a major advertising campaign in online and offline newspapers such as The New York Times, Washington Post, USA Today, Miami Herald. Online and offline newspapers are the second most important means of advertising. |
§ | Approximately $2,000 will be needed for advertising on the USA Export Import Portal, a US-based Export Import Industry b2b Portal, Directory. |
§ | Advertising on B2Byellowpages is free of charge. |
Results of Operations for the period from November 3, 2010 (inception) to May 31, 2011
Results of Operations for the Six Months EendedNovember 30, 2011 Compared to the Period from November 3, 2010 (inception) to May 31, 2011
Revenues
We did not any revenues for the six months ended November 3, 2011, or for the period from November 3, 2010 (inception) to November 30, 2010.
Total operating expenses
During the six months ended November 30, 2011, total operating expenses were $20,328,which include legal and professional accounting fees associated with filing this registration statement in the amount of $8,775, general and administrative expenses of $1,992, consulting expenses of $5,281, travel expenses of $2,777, and filing fees of $1,503.From November 3, 2010 (inception) through November 30, 2010, total operating expenses were $1,000,consisting of legal fees related to the preparation of this registration statement.
Net loss
During the six months ended November 30, 2011, the Company had a net loss of $20,328 compared to a net loss of $1,000 for the period from November 3, 2010 (inception) through November 30, 2010.
Going Concern Consideration
Our independent auditors have included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Implementation of our business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Name and Business Address | Age | Position | ||
Gavriel Bolotin | 26 | President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director | ||
Eliezer Mehl | 23 | Secretary and Director |
Name of Beneficial Owner | Title Of Class | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||
Mr. Gavriel Bolotin | Common | 5,000,000 | 52.6 | % | ||||||
Mr. Eliezer Mehl | Common | 2,500,000 | 26.3 | % | ||||||
Directors and Officers as a Group (2 persons) | Common | 7,500,000 | 78.9 | % |
Nature of Expense | Amount | |||
Accounting fees and expenses* | $ | 3,500 | ||
SEC registration fee | $ | 11.61 | ||
Legal fees and other expenses* | $ | 7,000 | ||
Total | $ | 10,511.76 |
Securities and Exchange Commission registration fee | $ | 11.61 | ||
Legal fees and miscellaneous expenses (*) | $ | 7,000 | ||
Accounting fees and expenses (*) | $ | 3,500 | ||
Total (*) | $ | 10,511.76 |
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Exhibit | Description | |
3.1 | Certificate of Incorporation of Registrant(1) | |
3.2 | By-Laws of Registrant(1) | |
5.1 | Opinion of David Lubin & Associates, PLLC regarding the legality of the securities being registered(2) | |
10.1 | Form of Regulation S Subscription Agreement(1) | |
10.2 | Agreement dated May 1, 2011 with Ulano Web Design(1) | |
23.1 | Consent of D. Brooks and Associates CPA's, P.A.* | |
23.2 | Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1)(2) |
(2) Incorporated by reference to the corresponding exhibit filed with the amendment to the registration statement on Form S-1/A on December 27, 2011.
PLESK CORP. | ||
By: | /s/ Gavriel Bolotin | |
Name: Gavriel Bolotin | ||
Title: President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial and Accounting Officer) |
Date: | Signature: | Name: | Title: | |||
February 6, 2012 | /s/ Gavriel Bolotin | Gavriel Bolotin | President, Chief Executive | |||
Officer, Chief Financial | ||||||
Officer, Treasurer, and | ||||||
Director (Principal | ||||||
Executive, Financial and | ||||||
Accounting Officer) | ||||||
February 6, 2012 |
Report of Registered Independent Accounting Firm | F-2 |
Balance Sheet as of May 31, 2011 | F-3 |
Statement of Operations for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-4 |
Statement of Stockholders’ Equity for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-5 |
Statement of Cash Flows for the Period from November 3, 2010 (Inception) Through May 31, 2011 | F-6 |
Notes to Financial Statements | F-7 |
D. Brooks and Associates CPA’s P.A. |
West Palm Beach, FL |
June 30, 2011 |
D. Brooks and Associates CPA’s, P.A. 8918 Marlamoor Lane, West Palm Beach, FL 33412 – (954) 592-2507 |
Current Assets: | ||||
Cash and cash equivalents | $ | 13,641 | ||
Accounts receivable | 5,916 | |||
Total current assets | 19,557 | |||
Property and Equipment: | ||||
Computer equipment | 2,034 | |||
Less: accumulated depreciation | (311 | ) | ||
Total property and equipment, net | 1,723 | |||
Total Assets | $ | 21,280 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | $ | 750 | ||
Total current liabilities | 750 | |||
Total liabilities | 750 | |||
Commitments and Contingencies | ||||
Stockholders' Equity: | ||||
Common stock, par value $.0001 per share, 100,000,000 shares authorized; 9,500,000 shares issued and outstanding | 950 | |||
Additional paid-in capital | 37,972 | |||
Deficit accumulated during the development stage | (18,392 | ) | ||
Total stockholders' equity | 20,530 | |||
Total Liabilities and Stockholders' Equity | $ | 21,280 |
Revenue | $ | 5,916 | ||
Cost of Goods Sold | 3,124 | |||
Gross Profit | $ | 2,792 | ||
Expenses: | ||||
General and administrative | 3,188 | |||
Professional fees | 13,750 | |||
Telephone | 1,641 | |||
Travel expenses | 2,605 | |||
Total expenses | 21,184 | |||
Loss from Operations | (18,392 | ) | ||
Provision for Income Taxes | - | |||
Net Loss | $ | (18,392 | ) | |
Loss Per Common Share: | ||||
Loss per common share - Basic and Diluted | $ | (0.00 | ) | |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 7,005,024 |
Additional | Deficit Accumulated | |||||||||||||||||||
Common stock | Paid-in | During the Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Totals | ||||||||||||||||
Balance - November 3, 2010 (inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued to founders for cash ($0.001 per share) | 7,500,000 | 750 | - | - | 750 | |||||||||||||||
Common stock issued for cash ($0.02 per share) | 2,000,000 | 200 | 39,800 | - | 40,000 | |||||||||||||||
Payment of common stock issuance costs | - | - | (1,828 | ) | - | (1,828 | ) | |||||||||||||
Net loss for the period | - | - | - | (18,392 | ) | (18,392 | ) | |||||||||||||
Balance - May 31, 2011 | 9,500,000 | $ | 950 | $ | 37,972 | $ | (18,392 | ) | $ | 20,530 |
Operating Activities: | ||||
Net loss | $ | (18,392 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 311 | |||
Changes in net assets and liabilities: | ||||
Accounts receivable | (5,916 | ) | ||
Accounts payable and accrued liabilities | 750 | |||
Net Cash Used in Operating Activities | (23,247 | ) | ||
Investing Activities: | ||||
Purchase of computer equipment | (2,034 | ) | ||
Net Cash Used in Investing Activities | (2,034 | ) | ||
Financing Activities: | ||||
Proceeds from the sale of common stock, net of offering costs of $1,828 | 38,922 | |||
Net Cash Provided by Financing Activities | 38,922 | |||
Net Increase in Cash | 13,641 | |||
Cash - Beginning of Period | - | |||
Cash - End of Period | $ | 13,641 | ||
Supplemental Disclosure of Cash Flow Information: | ||||
Cash paid during the period for: | ||||
Interest | $ | - | ||
Income taxes | $ | - |
Current | ||||
Federal | $ | - | ||
State | - | |||
Deferred | ||||
Federal | 4,236 | |||
State | - | |||
Change in valuation allowance | (4,236 | ) | ||
$ | - |
November 3, 2010 | ||||
(Inception) Through | ||||
May 31, 2011 | ||||
Income tax at statutory rate | 23.00 | % | ||
Change in valuation allowance | (23.00 | ) | ||
Total | 0.00 | % |
Net operating loss | $ | 4,236 | ||
Gross deferred tax assets: | 4,236 | |||
Less: valuation allowance | (4,236 | ) | ||
Net deferred tax asset | $ | - |
Financial Statements | |
Balance Sheets as of November 30, 2011(unaudited) and May 31, 2011(audited) | F-2 |
Statements of Operations for the Six Months Ended November 30, 2011 and for the Periods from November 3, 2010 (Inception) Through November 30, 2010 and 2011 (unaudited) | F-3 |
Statement of Stockholders’ Equity for the Period from November 3, 2010 (Inception) Through November 30, 2011 (unaudited) | F-4 |
Statements of Cash Flows for the Six Months Ended November 30, 2011 and for the Periods from November 3, 2010 (Inception) Through November 30, 2010 and 2011 (unaudited) | F-5 |
Notes to Financial Statements | F-6 |
As of | As of | |||||||
November 30, | May 31, | |||||||
2011 | 2011 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 5,593 | $ | 13,641 | ||||
Accounts receivable | - | 5,916 | ||||||
Total current assets | 5,593 | 19,557 | ||||||
Property and Equipment: | ||||||||
Computer Equipment | 2,034 | 2,034 | ||||||
Less: accumulated depreciation | (650 | ) | (311 | ) | ||||
Total property and equipment, net | 1,384 | 1,723 | ||||||
Total Assets | $ | 6,977 | $ | 21,280 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 6,775 | $ | 750 | ||||
Total current liabilities | 6,775 | 750 | ||||||
Total liabilities | 6,775 | 750 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Equity: | ||||||||
Common stock, par value $.0001 per share, 100,000,000 shares authorized; 9,500,000 shares issued and outstanding | 950 | 950 | ||||||
Additional paid-in capital | 37,972 | 37,972 | ||||||
Deficit accumulated during the development stage | (38,720 | ) | (18,392 | ) | ||||
Total stockholders' equity | 202 | 20,530 | ||||||
Total Liabilities and Stockholders' Equity | $ | 6,977 | $ | 21,280 |
From | From | |||||||||||
November 3, 2010 | November 3, 2010 | |||||||||||
Six months Ended | (inception) through | (inception) through | ||||||||||
November 30, | November 30, | November 30, | ||||||||||
2011 | 2010 | 2011 | ||||||||||
Revenues | $ | - | $ | - | $ | 5,916 | ||||||
Total revenues | - | - | 5,916 | |||||||||
Cost of Goods Sold | - | - | 3,124 | |||||||||
Total cost of goods sold | - | - | 3,124 | |||||||||
Gross Profit | - | - | 2792.00 | |||||||||
Expenses: | ||||||||||||
General and administrative | 1,992 | - | 4,441 | |||||||||
Consulting | 5,281 | - | 5,281 | |||||||||
Filing Fees | 1,503 | - | 2,242 | |||||||||
Professional fees | 8,775 | 1,000 | 22,525 | |||||||||
Telephone | - | - | 1,641 | |||||||||
Travel expenses | 2,777 | - | 5,382 | |||||||||
Total expenses | 20,328 | 1,000 | 41,512 | |||||||||
Loss from Operations | (20,328 | ) | (1,000 | ) | (38,720 | ) | ||||||
Provision for income taxes | - | - | - | |||||||||
Net Loss | $ | (20,328 | ) | $ | (1,000 | ) | $ | (38,720 | ) | |||
Loss Per Common Share: | ||||||||||||
Loss per common share - Basic and Diluted | $ | (0.00 | ) | |||||||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 9,500,000 |
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Additional | During the | |||||||||||||||||||
Common stock | Paid-in | Development | ||||||||||||||||||
Shares | Amount | Capital | Stage | Total | ||||||||||||||||
Balance - November 3, 2010 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for cash | 7,500,000 | 750 | - | - | 750 | |||||||||||||||
Common stock issued for cash | 2,000,000 | 200 | 39,800 | - | 40,000 | |||||||||||||||
Payment of common stock issuance costs | - | - | (1,828 | ) | - | (1,828 | ) | |||||||||||||
Net loss for the period | - | - | - | (18,392 | ) | (18,392 | ) | |||||||||||||
Balance - May 31, 2011 | 9,500,000 | 950 | 37,972 | (18,392 | ) | 20,530 | ||||||||||||||
Net loss for the period | - | - | - | (20,328 | ) | (20,328 | ) | |||||||||||||
Balance - November 30, 2011 | 9,500,000 | $ | 950 | $ | 37,972 | $ | (38,720 | ) | $ | 202 |
From | From | |||||||||||
November 3, 2010 | November 3, 2010 | |||||||||||
Six Months Ended | (inception) through | (inception) through | ||||||||||
November 30, | November 30, | November 30, | ||||||||||
2011 | 2010 | 2011 | ||||||||||
Operating Activities: | ||||||||||||
Net loss | $ | (20,328 | ) | $ | (1,000 | ) | $ | (38,720 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | - | |||||||||||
Depreciation | 339 | - | 650 | |||||||||
Changes in net assets and liabilities- | ||||||||||||
Accounts receivable | 5,916 | - | - | |||||||||
Accounts payable and accrued liabilities | 6,025 | - | 6,775 | |||||||||
Net Cash Used in Operating Activities | (8,048 | ) | (1,000 | ) | (31,295 | ) | ||||||
Investing Activities: | ||||||||||||
Purchase of computer equipment | - | - | (2,034 | ) | ||||||||
Net Cash Used in Investing Activities | - | - | (2,034 | ) | ||||||||
Financing Activities: | ||||||||||||
Advances from stockholders | - | 5,025 | - | |||||||||
Proceeds from issuance of common stock | - | - | 38,922 | |||||||||
Net Cash Provided by Financing Activities | - | 5,025 | 38,922 | |||||||||
Net (Decrease) Increase in Cash | (8,048 | ) | 4,025 | 5,593 | ||||||||
Cash - Beginning of Period | 13,641 | - | - | |||||||||
Cash - End of Period | $ | 5,593 | $ | 4,025 | $ | 5,593 | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | - | $ | - | $ | - | ||||||
Income taxes | $ | - | $ | - | $ | - |