[ü]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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BAROSSA COFFEE COMPANY, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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20-2641871
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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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 ü
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BAROSSA COFFEE COMPANY, INC.
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[A Development Stage Company]
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CONTENTS
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Page | |
—Condensed Balance Sheets, September 30, 2012 (Unaudited) and June 30, 2012
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3 |
—Unaudited Condensed Statements of Operations, for the three months ended September 30, 2012 and 2011 and from inception on March 24, 2005 through September 30, 2012
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4 |
—Unaudited Condensed Statements of Cash Flows, for the three months ended September 30, 2012 and 2011 and from inception on March 24, 2005 through September 30, 2012
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5 |
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—Notes to Unaudited Condensed Financial Statements
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6-8 |
BAROSSA COFFEE COMPANY, INC.
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||||||||
[A Development Stage Company]
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||||||||
CONDENSED BALANCE SHEETS
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||||||||
September 30,
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June 30,
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|||||||
2012
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2012
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|||||||
(Unaudited)
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||||||||
ASSETS
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Current Assets
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||||||||
Cash
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$ | 29,265 | $ | 1,735 | ||||
Total Current Assets
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29,265 | 1,735 | ||||||
Total Assets
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$ | 29,265 | $ | 1,735 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current Liabilities
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||||||||
Accounts Payable
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$ | 2,295 | $ | 2,645 | ||||
Total Current Liabilities
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2,295 | 2,645 | ||||||
Stockholders' Equity (Deficit)
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||||||||
Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding
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$ | - | $ | - | ||||
Common stock, $.001 par value, 50,000,000 shares authorized, 4,734,100 shares issued and outstanding
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4,734 | 4,734 | ||||||
Capital in excess of par value
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161,599 | 161,599 | ||||||
Stock subscription deposit
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30,000 | - | ||||||
(Deficit) accumulated during the development stage
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(169,363 | ) | (167,243 | ) | ||||
Total Stockholders' Equity (Deficit)
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26,970 | (910 | ) | |||||
Total Liabilities and Stockholders' Equity (Deficit)
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$ | 29,265 | $ | 1,735 |
BAROSSA COFFEE COMPANY, INC.
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||||||||||||
[A Development Stage Company]
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||||||||||||
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
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For the Three Months Ended September 30,
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From Inception
on March 24,
2005 Through
September 30, 2012
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|||||||||||
2012
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2011
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|||||||||||
REVENUE:
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$ | - | $ | - | $ | - | ||||||
EXPENSES:
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||||||||||||
General and administrative
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2,120 | 5,862 | 112,317 | |||||||||
LOSS FROM OPERATIONS BEFORE
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||||||||||||
OTHER INCOME (EXPENSE)
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(2,120 | ) | (5,862 | ) | (112,317 | ) | ||||||
OTHER INCOME (EXPENSE):
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||||||||||||
Interest expense
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- | - | (1,531 | ) | ||||||||
Total Other Income (Expense)
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- | - | (1,531 | ) | ||||||||
LOSS BEFORE INCOME TAXES
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(2,120 | ) | (5,862 | ) | (113,848 | ) | ||||||
CURRENT TAX EXPENSE
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- | - | - | |||||||||
DEFERRED TAX EXPENSE
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- | - | - | |||||||||
LOSS FROM CONTINUING OPERATIONS
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$ | (2,120 | ) | $ | (5,862 | ) | $ | (113,848 | ) | |||
DISCONTINUED OPERATIONS:
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||||||||||||
Loss from operations of discontinued coffee sales business (net of $0 in income taxes)
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- | - | (11,087 | ) | ||||||||
Gain (loss) on disposal of discontinued Operations (net of $0 in income taxes)
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- | - | - | |||||||||
LOSS FROM DISCONTINUED OPERATIONS
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- | - | (11,087 | ) | ||||||||
NET LOSS
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$ | (2,120 | ) | $ | (5,862 | ) | $ | (124,935 | ) | |||
LOSS PER COMMON SHARE:
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||||||||||||
Continuing operations
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Discontinued operations
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- | - | ||||||||||
Net Loss Per Common Share
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$ | (0.00 | ) | $ | (0.00 | ) |
BAROSSA COFFEE COMPANY, INC.
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||||||||||||
[A Development Stage Company]
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||||||||||||
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
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For the Three Months Ended September 30,
June 30,
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From Inception
on March 24,
2005 Through
September 30, 2012
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|||||||||||
2012
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2011
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Cash Flows from Operating Activities:
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||||||||||||
Net loss
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$ | (2,120 | ) | $ | (5,862 | ) | $ | (124,935 | ) | |||
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
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||||||||||||
Depreciation
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- | - | 8,558 | |||||||||
Changes in assets and liabilities:
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(Decrease)/increase in accounts payable
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(350 | ) | 5,822 | 9,700 | ||||||||
(Increase) in deposits
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- | - | (865 | ) | ||||||||
Increase in accrued interest payable
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- | - | 1,757 | |||||||||
(Decrease) in subsidiary cash upon disposal of subsidiary
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- | - | (1,281 | ) | ||||||||
Net Cash Provided (Used) by Operating Activities
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(2,470 | ) | (40 | ) | (107,066 | ) | ||||||
Cash Flows from Investing Activities:
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||||||||||||
Acquisition of property and equipment
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- | - | (69,561 | ) | ||||||||
Refund on property and equipment costs
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- | - | 8,990 | |||||||||
Net Cash Provided (Used) by Investing Activities
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- | - | (60,571 | ) | ||||||||
Cash Flows from Financing Activities:
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Proceeds from common stock issuance & contributions to capital
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- | - | 160,762 | |||||||||
Proceeds from deposit on stock subscription
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30,000 | - | 30,000 | |||||||||
Proceeds from notes payable
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- | - | 14,783 | |||||||||
Payments on notes payable
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- | - | (8,643 | ) | ||||||||
Net Cash Provided (Used) by Financing Activities
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30,000 | - | 196,902 | |||||||||
Net Increase (Decrease) in Cash
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27,530 | (40 | ) | 29,265 | ||||||||
Cash at Beginning of the Year
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1,735 | 3,514 | - | |||||||||
Cash at End of the Year
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$ | 29,265 | $ | 3,474 | $ | 29,265 | ||||||
Supplemental Disclosures of Cash Flow Information:
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||||||||||||
Cash paid during the period for:
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||||||||||||
Interest
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$ | - | $ | - | $ | - | ||||||
Income Taxes
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$ | - | $ | - | $ | - | ||||||
Supplemental Schedule of Non-cash Investing and Financing Activities:
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||||||||||||
For the three months ended September 30, 2012:
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None
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For the three months ended September 30, 2011:
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None
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For the three months ended September 30,
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||||||||
2012
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2011
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Loss from continuing operations (numerator)
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$ | (2,120 | ) | $ | (5,862 | ) | ||
Loss from discountinued operations (numerator)
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- | - | ||||||
Gain (loss) disposal of discontinued operations (numerator)
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- | - | ||||||
Loss available to common shareholders (numerator)
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$ | (2,120 | ) | $ | (5,862 | ) | ||
Weighted average number of common shares outstanding used in loss per share during the period (denominator)
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4,734,100 | 4,734,100 |
(a)
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During the period covered by this report (the quarter ended September 30, 2012), there were no equity securities of the issuer, sold by the issuer, that were not registered under the Securities Act.
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(b)
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During the period covered by this report (the quarter ended September 30, 2012), there were no securities that the issuer sold by registering the securities under the Securities Act.
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(c)
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During the period covered by this report, there was no repurchase made of equity securities registered pursuant to section 12 of the Exchange Act. The issuer's securities are not registered pursuant to section 12 of the Exchange Act.
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(31)
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Certifications required by Rules 13a-14(a) or 15d-14(a).
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(32)
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Section 1350 Certifications.
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101 INS
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XBRL Instance Document*
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101 SCH
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XBRL Schema Document*
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101 CAL
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XBRL Calculation Linkbase Document*
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101 DEF
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XBRL Definition Linkbase Document*
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101 LAB
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XBRL Labels Linkbase Document*
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101 PRE
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XBRL Presentation Linkbase Document*
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Barossa Coffee Company, Inc.
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Date: November 14 , 2012
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by: /s/ Thomas G. Kimble
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Thomas G. Kimble, President and Director
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Date: November 14, 2012
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by: /s/ Thomas G. Kimble
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Thomas G. Kimble, President & Director
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(Chief Executive Officer and Chief Financial Officer)
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Date: November 14, 2012
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by: /s/ Thomas G. Kimble
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Thomas G. Kimble, President and Director
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Note 4 - Loss Per Share
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
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Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - Loss Per Share | NOTE 4 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. |
Note 3 - Going Concern
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3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Notes | |
Note 3 - Going Concern | NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and has not yet been successful at establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
BALANCE SHEETS (USD $)
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Sep. 30, 2012
|
Jun. 30, 2012
|
---|---|---|
Cash | $ 29,265 | $ 1,735 |
Total Current Assets | 29,265 | 1,735 |
Total Assets | 29,265 | 1,735 |
Accounts Payable | 2,295 | 2,645 |
Total Current Liabilities | 2,295 | 2,645 |
Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.001 par value, 50,000,000 shares authorized, 4,734,100 shares issued and outstanding | 4,734 | 4,734 |
Capital in excess of par value | 161,599 | 161,599 |
Stock subscription deposit | 30,000 | |
(Deficit) accumulated during the development stage | (169,363) | (167,243) |
Total Stockholders' Equity (Deficit) | 26,970 | (910) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 29,265 | $ 1,735 |
Note 1 Summary of Significant Accounting Policies
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3 Months Ended |
---|---|
Sep. 30, 2012
|
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Notes | |
Note 1 Summary of Significant Accounting Policies | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Barossa Coffee Company, Inc. (Parent) was organized under the laws of the State of Nevada on March 24, 2005.
Alchemy Coffee Company, Inc. (Subsidiary) was organized under the laws of the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent. In October 2006 the Parent and Subsidiary entered into an agreement to terminate their relationship.
Barossa Coffee Company, Inc. and Subsidiary (the Company) previously sold coffee beans and espresso related beverages. The Company has not yet generated significant revenues from their planned principal operations and is considered a development stage company as defined in ASC Topic No. 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Consolidation - The financial statements include the operations of Parent and its wholly-owned Subsidiary through September 30, 2006. The operations of subsidiary were discontinued effective September 30, 2006. All significant inter-company transactions have been eliminated in consolidation.
Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2012 have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys June 30, 2012 audited financial statements. The results of operations for the period ended September 30, 2012 are not necessarily indicative of the operating results for the full year. |
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Note 2 Related Party Transactions
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3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Notes | |
Note 2 Related Party Transactions | NOTE 2 RELATED PARTY TRANSACTIONS
Management Compensation The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal. |
BALANCE SHEETS PARENTHETICAL (USD $)
|
Sep. 30, 2012
|
Jun. 30, 2012
|
---|---|---|
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 4,734,100 | 4,734,100 |
Common stock shares outstanding | 4,734,100 | 4,734,100 |
Note 6 - Merger and Purchase Transaction (Details) (USD $)
|
Sep. 30, 2012
|
Aug. 30, 2012
|
---|---|---|
Shares to be exchanged | 4,260,690 | |
Cash to be paid | $ 245,000 | |
Cash to be paid upon execution | 20,000 | |
Cash to be paid in four individual installments | 10,000 | |
Cash paid to date | 30,000 | |
Cash to be paid at closing | $ 185,000 |
Document and Entity Information
|
3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Document and Entity Information | |
Entity Registrant Name | BAROSSA COFFEE COMPANY, INC. |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2012 |
Amendment Flag | false |
Entity Central Index Key | 0001332572 |
Current Fiscal Year End Date | --06-30 |
Entity Common Stock, Shares Outstanding | 4,734,100 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q1 |
STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 90 Months Ended | |
---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
|
REVENUE: | |||
General and administrative | 2,120 | 5,862 | 112,317 |
Interest expense | (1,531) | ||
Total Other Income (Expense) | (1,531) | ||
LOSS BEFORE INCOME TAXES | (2,120) | (5,862) | (113,848) |
CURRENT TAX EXPENSE | |||
DEFERRED TAX EXPENSE | |||
LOSS FROM CONTINUING OPERATIONS | (2,120) | (5,862) | (113,848) |
Loss from operations of discontinued coffee sales business (net of $0 in income taxes) | (11,087) | ||
Gain (loss) on disposal of discontinued operations (net of $0 in income taxes) | |||
LOSS FROM DISCONTINUED OPERATIONS | (11,087) | ||
NET LOSS | $ (2,120) | $ (5,862) | $ (124,935) |
Continuing operations | |||
Discontinued operations | |||
Net Loss Per Common Share |
Note 7 - Subsequent Events
|
3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Notes | |
Note 7 - Subsequent Events | NOTE 7 SUBSEQUENT EVENTS
The Company has evaluated other subsequent events from the balance sheet date through the date the financial statements were issued and found there are no other events to report. |
Note 6 - Merger and Purchase Transaction
|
3 Months Ended |
---|---|
Sep. 30, 2012
|
|
Notes | |
Note 6 - Merger and Purchase Transaction | NOTE 6 - MERGER AND PURCHASE TRANSACTION
On August 30, 2012, the Company entered into an agreement to acquire all of the outstanding common stock of eCareer, Inc. (ECI), a Florida corporation, in exchange for 4,260,690 shares of the Companys common stock which shares will represent 90% of the Companys common stock upon completion of the transaction (Closing). In addition, ECI will pay $245,000 for the Companys common stock. Thus, at Closing ECI will become a wholly-owned or controlled subsidiary of the Company, however, the Registrant will be a holding company and all business operations will be conducted through ECI.
The current sole officer and director of the Company will resign at Closing and persons designated by ECI will be appointed as management of the Company and the Compay will change its office location to that currently maintained by ECI. At Closing the Company will change its corporate name to ECI Holdings, Inc.
The Agreement also provides that the Company will redeem 4,260,690 of its currently outstanding shares of common stock from its 3 principal stockholders for $245,000, all of which funds will come from the monies paid by ECI for the Companys common stock.
Payment provisions called for a $20,000 to be paid by ECI upon execution of the Agreement on August 30, 2012, and 4 additional non-refundable installments of $10,000 each are to be paid by ECI through December 15, 2012. As of September 30, 2012, the Company has received $30,000. The Agreement provides that the Closing must take place on or before December 31, 2012 where the remaining $185,000 will be due.
No assurance can be given that the transaction will be completed. Furthermore, the Closing is contingent upon ECI being able to raise the funds to pay the full $245,000 and to complete an audit of its financial statements by December 31, 2012. Management of the Company is unable to conclude that it is more likely than not that the transaction will be completed.
The Company is a shell corporation as defined by the SEC. ECI is a start-up, development stage company that has not yet commenced revenue producing operations and no assurance can be offered that it will ever be able to generate revenues or be successful in its proposed endeavors.
ECI was formerly known as eCareer Connections, Inc., formed in October 2009. Its stated goal is to provide a profession-specific, interactive branded online environment for organizations, job seekers and passive employment candidates in order to improve and expand its Talent Acquisition System. This is intended to combine a career-specific content-rich online community with a career-specific and branded professional group and social networking environment.
These profession-specific verticals are intended to be the core of ECI's Talent Acquisition System. Each vertical represents a limited talent sphere combining online professional/social interaction and occupation-specific career content.
Information about education, industry events, industry trends, industry news and other areas related to the specific profession are provided in each industry vertical. Each vertical becomes a job board, personalized career center and professional and social network, fully integrated through a website and connected to branded professional and well-known general social networks on, as well as within, narrowly specialized networks on and other online communities. |
Note 4 - Loss Per Share: Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) (USD $)
|
3 Months Ended | 90 Months Ended | |
---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
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Sep. 30, 2012
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LOSS FROM CONTINUING OPERATIONS | $ (2,120) | $ (5,862) | $ (113,848) |
NET LOSS | $ (2,120) | $ (5,862) | $ (124,935) |
WeightedAverageNumberOfDilutedSharesOutstanding | 4,734,100 | 4,734,100 |
Note 1 Summary of Significant Accounting Policies: Consolidation (Policies)
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3 Months Ended |
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Sep. 30, 2012
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Policies | |
Consolidation |
Consolidation - The financial statements include the operations of Parent and its wholly-owned Subsidiary through September 30, 2006. The operations of subsidiary were discontinued effective September 30, 2006. All significant inter-company transactions have been eliminated in consolidation. |
Note 4 - Loss Per Share: Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share |
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Note 5 Capital Stock (Details) (USD $)
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Jan. 13, 2012
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Dec. 21, 2011
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Jun. 30, 2011
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Nov. 01, 2010
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Common shares issued | 2,400,000 | |||
Shareholder contribution to capital in excess of par value | $ 9,375 | $ 5,625 | $ 5,771 | |
Common Stock
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Proceeds from stock issuance | 2,400 | |||
Capital in excess of par value
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Proceeds from stock issuance | 12,600 |
Note 5 Capital Stock
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3 Months Ended |
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Sep. 30, 2012
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Notes | |
Note 5 Capital Stock | NOTE 5 CAPITAL STOCK
On November 1, 2010 the Company sold 2,400,000 shares of its restricted common stock at $.00625 per share of which $2,400 was credited to common stock and $12,600 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. The sum of $7,500 was paid on November 1, 2010 by the purchasers with the remaining balance of $7,500 being paid on May 1, 2011.
On June 30, 2011 a shareholder of the Company contributed a loan receivable from the company with a balance due of $4,240 in principal and $1,531 in accrued interest for a total of $5,771 to capital in excess of par value of the Company.
On December 21, 2011 a shareholder of the Company contributed $5,625 to capital in excess of par value of the Company.
On January 13, 2012 shareholders of the Company contributed $9,375 to capital in excess of par value of the Company. |