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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-185891
CERULEAN GROUP, INC.
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
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99-0376434 IRS Employer Identification Number | 7200 Primary Standard Industrial Classification Code Number |
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Krizikova 22 Prague 8, 18600, Czech Republic Tel. (702) 723-6890 Email: ceruleangroup@gmail.com (Address and telephone number of principal executive offices) |
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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
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Class | Outstanding as of June 16, 2014 |
Common Stock, $0.001 | 6,190,000 |
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| PART I. FINANCIAL INFORMATION | |
ITEM 1 | Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets | 4 |
| Condensed Statements of Operations (Unaudited) | 5 |
| CondensedStatements of Cash Flows (Unaudited) | 6 |
| Notes to Condensed Financial Statements (Unaudited) | 7 |
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
ITEM 4. | Controls and Procedures | 13 |
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PART II. OTHER INFORMATION | |
ITEM 1 | Legal Proceedings | 14 |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
ITEM 3 | Defaults Upon Senior Securities | 14 |
ITEM 4 | Submission of Matters to a Vote ofSecurity Holders | 14 |
ITEM 5 | Other Information | 14 |
ITEM 6 | Exhibits | 15 |
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CERULEAN GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS |
| April 30, 2014 (Unaudited) | October 31, 2013 (Audited) |
ASSETS | | |
Current Assets | | |
| Cash | $ 244 | $ 17,902 |
| Prepaid expenses | 1,826 | 5,826 |
Total assets | $ 2,070 | $ 23,728 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) |
Current Liabilities |
| Accounts payable | $ 3,820 | $ 2,000 |
| Loan from shareholder | 16,217 | 12,617 |
Total liabilities | 20,037 | 14,617 |
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Stockholder’s Equity (Deficit) |
| Common stock, $0.001 par value, 75,000,000 shares authorized; | |
| 6,190,000 shares issued and outstanding | 6,190 | 6,190 |
| Additional paid-in-capital | 22,610 | 22,610 |
| Deficit accumulated during the development stage | (46,767) | (19,689) |
Total stockholder’s equity (deficit) | (17,967) | 9,111 |
Total liabilities and stockholder’s equity (deficit) | $ 2,070 | $ 23,728 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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CERULEAN GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) |
| Three months ended April 30, 2014 | Three months ended April 30, 2013 | Six months ended April 30, 2014 | Six months ended April 30, 2013 | For the period from inception (February 27, 2012) to April 30, 2014 |
Revenue | $ - | $ - | $ - | $ - | $ - |
Operating expenses | 6,050 | 1,414 | 27,078 | 11,790 | 46,767 |
Loss before income taxes | (6,050) | (1,414) | (27,078) | (11,790) | (46,767) |
Net loss | $ (6,050) | $ (1,414) | $ (27,078) | $ (11,790) | $ (46,767) |
Net Loss per share – Basic and Diluted | (0.00) | (0.00) | (0.00) | (0.00) | |
Weighted Average Shares outstanding-Basic and Diluted | 6,190,000 | 5,000,000 | 6,190,000 | 5,000,000 | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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CERULEAN GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) |
| Six months ended April 30, 2014 | Six months ended April 30, 2013 | For the period from inception (February 27, 2012) to April 30, 2014 |
Operating Activities: | | | |
| Net loss | $ (27,078) | $ (11,790) | $ (46,767) |
| Adjustments to reconcile net loss to net cash flows used in operating activities: Accounts payable | 1,820 | 2,080 | 3,820 |
| Prepaid expenses | 4,000 | - | (1,826) |
| Net cash used in operating activities | (21,258) | (9,710) | (44,773) |
Financing Activities: | | | |
| Proceeds from issuance of common stock | - | - | 28,800 |
| Proceeds from loan from shareholder | 3,600 | 4,650 | 16,217 |
| Net cash provided by financing activities | 3,600 | 4,650 | 45,017 |
Net increase (decrease) in cash | (17,658) | (5,060) |
244 |
Cash at beginning of the period | 17,902 | 5,084 | - |
Cash at end of the period | $ 244 | $ 24 | $ 244 |
| Supplemental cash flow information: | | | |
| Cash paid for: | | | |
| Interest | $ - | $ - | $ - |
| Taxes | $ - | $ - | $ - |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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CERULEAN GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
April 30, 2014
(Unaudited)
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
CERULEAN GROUP, INC. (the “Company”) was incorporated under the laws of the State of Nevada on February 27, 2012 and intends to commence operations in website development. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.” Since inception (February 27, 2012) through April 30, 2014 the Company has not generated any revenue and has accumulated losses of $46,767.
NOTE 2 – GOING CONCERN
The accompanying unaudited condensed financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $46,767 as of April 30, 2014 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013. Therefore, the interim Condensed Financial Statements should be read in conjunction with that Annual Report on Form 10-K.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the condensed financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of April 30, 2014 and 2013, the Company did not have cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At April 30, 2014 the Company's bank deposits did not exceed the insured amounts.
Basic and Diluted Loss per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Recent Accounting Pronouncements
In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements” (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
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Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.
Management believes it is not practical to estimate the fair value of loan from shareholder because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. On October 29, 2012, the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000. During the year of 2013, the Company issued 1,190,000 shares of its common stock at $0.02 per share for total proceeds of $23,800.
As of April 30, 2014 and October 31, 2013, the Company had 6,190,000 shares of common stock issued and outstanding.
NOTE 5 – INCOME TAXES
As of April 30, 2014 the Company had net operating loss carry forwards of $46,767 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these condensed financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 6 – RELATED PARTY TRANSACTIONS
Since inception (February 27, 2012) through April 30, 2014, the Director loaned the Company $16,217. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 7 – COMMITMENTS
On December 20, 2012, we executed an agreement with an independent contractor, Alexey Ivanov, an unrelated third party. Ivanov will provide services in website development. We are obligated to pay a $2,000 retainer to commence services. Total costs are estimated to be $4,000.
As of April 30, 2014, the Company still owes Alexey Ivanov $2,000 based on the contract.
NOTE 8 – SUBSEQUENT EVENTS
On May 21, 2014, the loan obligation due to Olesya Didenko in the aggregate amount of $17,917 was cancelled without any obligation on the part of the Company to make any payments thereon.
Termination of Consulting Agreement
On May 21, 2014 an agreement, dated as of December 20, 2012 (the “Consulting Agreement”), by and between Alexey Ivanov (the “Independent Contractor”) and the Company was terminated. The Parties agreed that, neither Party has any further obligations to the other under the Consulting Agreement, and the Company does not owe any fees to the Independent Contractor under the Consulting Agreement as of May 21, 2014.
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PART I.FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
Cerulean Group, Inc. was incorporated in the State of Nevada on February 27, 2012 and established a fiscal year end of October 31. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to develop and operate a website for self-travelers and backpackers. We have recently started our operation. As of today, we have developed our business plan, and executed an Independent contractor agreement, dated December 20, 2012.
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Cerulean Group, Inc. hopes to position itself to take full advantage of the fast growing Internet and mobile application industry. We plan to develop and operate a website for self-travelers and backpackers. Our concept would allow anyone who has a mobile devise or computer and access to the Internet to build a trip.The website will be for people who prefer independent traveling and unorganized tourism. We believe they will share information, experience and impression about their trips on our website. Regular guidebooks do not have such unique information, facts and details as other people experience. We plan that our website will allow to build a detailed travel plan and to book everything needed for the entire route: a flight or a train, hotel, concert tickets, restaurant reservations, and so on.
RESULTS OF OPERATION
We are a development stage company with limited operations since our inception on February 27, 2012 to April 30, 2014. As of April 30, 2014, we had total assets of $2,070 and total liabilities of $20,037. Since our inception to April 30, 2014, we have accumulated a deficit of $46,767. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Month Period Ended April 30, 2014 Compared to the Three Month Period Ended April 30, 2013
Our net loss for the three month period ended April 30, 2014 was $6,050 compared to a net loss of $1,414 during the three month period ended April 30, 2013. During the three month periods ended April 30, 2013 and 2014 we haven’t generated any revenues.
During the three month period ended April 30, 2014, we incurred general and administrative expenses and professional fees of $6,050 compared to $1,414 incurred during the three month period ended April 30, 2013. General and administrative and professional fee expenses incurred during the three month period ended April 30, 2014 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
Six Month Period Ended April 30, 2014 Compared to the Six Month Period Ended April 30, 2013
Our net loss for the six month period ended April 30, 2014 was $27,078 compared to a net loss of $11,790 during the six month period ended April 30, 2013. During the six month periods ended April 30, 2013 and 2014 we haven’t generated any revenues.
During the six month period ended April 30, 2014, we incurred general and administrative expenses and professional fees of $27,078 compared to $11,790 incurred during the six month period ended April 30, 2013. General and administrative and professional fee expenses incurred during the six month period ended April 30, 2014 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
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LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2014
As at April 30, 2014 our current assets were $2,070 compared to $23,728 in current assets at October 31, 2013. Current assets were comprised of $244 in cash and $1,826 in prepaid expenses. As at April 30, 2014, our current liabilities were $20,037. Current liabilities were comprised of $3,820 in accounts payable and $16,217 in advance from director.
Stockholders’ deficit was $17,967 as of April 30, 2014 compared to stockholders’ equity of $9,111 as of October 31, 2013.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six month period ended April 30, 2014, net cash flows used in operating activities was $21,258, consisting of a net loss of $27,078, increase in accounts payable of $1,820 and decrease in prepaid expenses of 4,000. Net cash flows used in operating activities was $44,773 for the period from inception (February 27, 2012) to April 30, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended April 30, 2014, we generated net cash flows of $3,600 from financing activities, received from advance from director. For the period from inception (February 27, 2012) to April 30, 2014, net cash provided by financing activities was $45,017 received from proceeds from issuance of common stock and advance from director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
SUBSEQUENT EVENTS
On May 21, 2014, the loan obligation due to Olesya Didenko in the aggregate amount of $17,917 was cancelled and we have no obligation to make any payments to Ms. Didenko thereon.
Termination of Consulting Agreement
On May 21, 2014 an agreement, dated as of December 20, 2012 (the “Consulting Agreement”), by and between Alexey Ivanov and us was terminated. We and Mr. Ivanov agreed that neither party has any further obligations to the other under the Consulting Agreement, and we do not owe any fees to Mr. Ivanov under the Consulting Agreement as of the May 21, 2014.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our October 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of April 30, 2014 the Company has accumulated net loss of $46,767. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosurecontrols andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosurecontrols andprocedures include, without limitation,controls andprocedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the Six-month period ended April 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
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ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| CERULEAN GROUP, INC. |
Dated: June 16, 2014 | By: /s/ Olesya Didenko |
| Olesya Didenko, President and Chief Executive Officer and Chief Financial Officer |
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