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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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87-0620495
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(State or Other Jurisdiction of
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(I.R.S. Employer I.D. No.)
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incorporation or organization)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Class
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Outstanding as of April 29, 2011
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Common Capital Voting Stock, $0.001 par value per share
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1,249,816 shares
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Condensed Balance Sheets
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3
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Condensed Statements of Operations
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4
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Condensed Statements of Cash Flows
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5
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Notes to Condensed Financial Statements
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6
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3/31/2011
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6/30/2010
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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Total Assets
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$ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Liabilities
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||||||||
Current Liabilities
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Accounts Payable
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$ | - | $ | - | ||||
Related Party Payable
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68,562 | 61,435 | ||||||
Total Current Liabilities
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68,562 | 61,435 | ||||||
Total Liabilities
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68,562 | 61,435 | ||||||
Stockholders' Deficit
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||||||||
Preferred Stock -- 5,000,000 shares authorized having a
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||||||||
par value of $.001 per share; 0 shares issued
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||||||||
and outstanding
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- | - | ||||||
Capital Stock -- 50,000,000 shares authorized having a
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||||||||
par value of $.001 per share; 1,249,816 shares issued
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and outstanding
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1,250 | 1,250 | ||||||
Additional Paid-in Capital
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82,828 | 82,828 | ||||||
Accumulated Deficit during the Development Stage
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(152,640 | ) | (145,513 | ) | ||||
Total Stockholders' Deficit
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(68,562 | ) | (61,435 | ) | ||||
Total Liabilities and Stockholders' Deficit
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$ | - | $ | - | ||||
From | ||||||||||||||||||||
For the
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For the
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For the
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For the
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Inception
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||||||||||||||||
Three | Three | Nine | Nine | (October 22, | ||||||||||||||||
Months
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Months
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Months
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Months
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1998)
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||||||||||||||||
Ended
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Ended
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Ended
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Ended
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Through
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||||||||||||||||
March 31,
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March 31,
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March 31,
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March 31,
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March 31,
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||||||||||||||||
2011
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2010
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2011
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2010
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2011
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | 1,396 | ||||||||||
Cost of Goods Sold
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- | - | - | - | 707 | |||||||||||||||
Gross Profit
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- | - | - | - | 689 | |||||||||||||||
General and Administrative Expenses
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1,700 | 1,710 | 7,127 | 6,818 | 133,618 | |||||||||||||||
Net Income (Loss) from Operations
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(1,700 | ) | (1,710 | ) | (7,127 | ) | (6,818 | ) | (132,929 | ) | ||||||||||
Other Income (Expense)
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||||||||||||||||||||
Write off of inventory
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- | - | - | - | (10,645 | ) | ||||||||||||||
Loss on Sale of Assets
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- | - | - | - | (9,066 | ) | ||||||||||||||
Total Other Income (Expense)
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- | - | - | - | (19,711 | ) | ||||||||||||||
Net Loss Before Taxes
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(1,700 | ) | (1,710 | ) | (7,127 | ) | (6,818 | ) | (152,640 | ) | ||||||||||
Provision for Income Taxes
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- | - | - | - | - | |||||||||||||||
Net Loss
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$ | (1,700 | ) | $ | (1,710 | ) | $ | (7,127 | ) | $ | (6,818 | ) | $ | (152,640 | ) | |||||
Loss Per Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.18 | ) | |||||
Weighted Average Shares Outstanding -
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Basic and Diluted
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1,249,816 | 1,249,816 | 1,249,816 | 1,249,816 | 868,698 | |||||||||||||||
For the
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For the
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From Inception
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||||||||||
Nine Months
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Nine Months
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(October 22,
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Ended
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Ended
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1998) Through
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March 31,
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March 31,
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March 31,
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||||||||||
2011
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2010
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2011
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Cash Flows From Operating Activities
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Net Income (Loss)
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$ | (7,127 | ) | $ | (6,818 | ) | $ | (152,640 | ) | |||
Adjustments to reconcile net income (loss) to
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net cash provided by operating activities:
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Depreciation and Amortization
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- | - | 4,799 | |||||||||
Shares issued for services
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- | - | 3,000 | |||||||||
Loss on disposal of equipment
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- | - | 9,066 | |||||||||
Write off of related party receivable
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- | - | 1,000 | |||||||||
Write off of Website development costs
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- | - | 8,877 | |||||||||
Write off of inventory
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- | - | 10,645 | |||||||||
Decrease / (Increase) - Inventory
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- | - | (10,645 | ) | ||||||||
Increase / (Decrease) - Accounts Payable
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- | - | - | |||||||||
Increase / (Decrease) - Related Party Payables
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7,127 | 6,818 | 68,562 | |||||||||
Net Cash From Operating Activities
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- | - | (57,336 | ) | ||||||||
Cash Flows From Investing Activities
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Purchase of property and equipment
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- | - | (12,433 | ) | ||||||||
Website development costs
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- | - | (10,309 | ) | ||||||||
Net Cash From Investing Activities
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- | - | (22,742 | ) | ||||||||
Cash Flows from Financing Activities
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Stock offering costs
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- | - | (6,072 | ) | ||||||||
Related-party receivable
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- | - | (1,000 | ) | ||||||||
Proceeds from the issuance of common stock
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- | - | 87,150 | |||||||||
Net Cash From Financing Activities
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- | - | 80,078 | |||||||||
Net Increase In Cash
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- | - | - | |||||||||
Beginning Cash Balance
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- | - | - | |||||||||
Ending Cash Balance
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$ | - | $ | - | $ | - | ||||||
Supplemental Disclosure of Cash Flow Information:
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Cash paid during the year for interest
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$ | - | $ | - | $ | - | ||||||
Cash paid during the year for income taxes
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$ | - | $ | - | $ | - | ||||||
Exhibit No.
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Identification of Exhibit
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3.1
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Amended and Restated Articles of Incorporation*
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3.2
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Bylaws*
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14.1
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Code of Ethics*
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31.1
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Certification of Wayne Bassham Pursuant to Section 302 of the Sarbanes-Oxley Act.
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31.2
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Certification of Todd Albiston Pursuant to Section 302 of the Sarbanes-Oxley Act.
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32
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Certification of Wayne Bassham and Todd Albiston Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
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Date:
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04/29/11
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By:
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/s/Wayne Bassham
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Wayne Bassham, Principal Executive Officer
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Date:
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04/29/11
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By:
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/s/Todd Albiston
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Todd Albiston, Principal Financial Officer
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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Date:
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April 29, 2011
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By:
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/s/Wayne Bassham
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Wayne Bassham, Principal Executive Officer
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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Date:
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April 29, 2011
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By:
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/s/Todd Albiston
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Todd Albiston, Principal Financial Officer
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Date:
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April 29, 2011
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By:
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/s/Wayne Bassham
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Wayne Bassham, Principal Executive Officer
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Date:
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April 29, 2011
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By:
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/s/Todd Albiston
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Todd Albiston, Principal Financial Officer
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