UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: May 31, 2011
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File No. 000-52062
GRACE 2, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-3708500 |
(State or other jurisdiction of |
| (I.R.S. employer |
incorporation or formation) |
| identification number) |
615 Arapeen Drive, Suite 102
Salt Lake City, UT 84108
(Address of principal executive offices)
Issuers telephone number: | 801-582-5400 |
Issuers facsimile number: | 801-582-5401 |
|
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N/A
(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
The Sourlis Law Firm
Joseph M. Patricola, Esq.
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct: (732) 618-2843
Office: (732) 530-9007
Fax: (732) 530-9008
JoePatricola@sourlislaw.com
www.SourlisLaw.com
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.0001 per share
(Title of Class)
1
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
| ¨ | Accelerated filer |
| ¨ |
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Non-accelerated filer |
| ¨ | Smaller reporting company |
| x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ Nox
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed fiscal quarter.
As of August 31, 2011, no public market has been developed for the Companys securities.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date:
As of October 20, 2011, there were 24,557,632 shares of Common Stock, $0.0001 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
2
Explanatory Note
We are filing this Amendment No. 1 ("Form 10-K/A") to our Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2011, originally filed with the Securities and Exchange Commission (the "SEC") on October 6, 2011 (the "Form 10-K") in order to file the interactive data files in XBRL format required by Rule 405 of Regulation S-T and Item 601 of Regulation S-K.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-K that is amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32.1 and 32.2 by our Chief Executive Officer and Chief Financial Officer.
Except as expressly set forth in this Form 10-K/A, we are not amending any other part of the Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with our other filings made with the SEC subsequent to the filing of the Form 10-K, including any amendments to those filings.
Exhibits and Reports on Form 8-K
(a)
Exhibits
Exhibit |
| Description |
3.1
Certificate of Incorporation, as filed with the Delaware Secretary of State on October 27, 2005 (filed as Exhibit 3.1
to the Companys Registration on Form 10-SB, filed on June 19, 2006 and incorporated herein by reference).
3.2
By-Laws (filed as Exhibit 3.2 to the Companys Registration on Form 10-SB, filed on June 19, 2006 and incorporated herein by reference).
31.1*
Certification of the Companys Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrants Annual Report on Form 10-K for the year ended May 31, 2011.
31.2*
Certification of the Companys Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrants Annual Report on Form 10-K for the year ended May 31, 2011.
32.1*
Certification of the Companys Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief Financial Officer).
32.1*
Certification of the Companys Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief Financial Officer).
101.INS** XBRL INSTANCE DOCUMENT
101.SCH** XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL** XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.LAB** XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE** XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
101.DEF** XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
* Filed herewith.
** Furnished herewith.
(b)
Reports on Form 8-K. None
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 24, 2011 |
| By: /s/ DEBORAH A. EPPSTEIN, PH.D. |
|
| Deborah A. Eppstein, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) |
Signature |
| Title |
| Date | ||
GRACE 2, INC. | ||||||
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Dated: October 24, 2011 | By: | /s/ DEBORAH A. EPPSTEIN, PH.D. | ||||
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| Deborah A. Eppstein, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) | ||||
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Dated: October 24, 2011 | By: | /s/ STEVEN J. BORST | ||||
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| Steven J. Borst, M.B.A. Chief Financial Officer and Vice President of Corporate Development (Principal Financial Officer, Principal Accounting Officer) |
4
EXHIBIT 31.1
Certification of the Companys Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Deborah A. Eppstein, Ph.D., certify that:
1. I have reviewed this Annual Report on Form 10-K of Grace 2, Inc., as amended, for the fiscal year ended May 31, 2011.
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) 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;
b) 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;
c) Evaluated the effectiveness of the registrants 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
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially effected, or is reasonably likely to materially effect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: October 24, 2011 | By: | /s/ DEBORAH A. EPPSTEIN, PH.D. |
|
| Deborah A. Eppstein, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) |
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|
EXHIBIT 31.2
Certification of the Companys Principal Executive Officer and Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Steven J. Borst, certify that:
1. I have reviewed this Annual Report on Form 10-K of Grace 2, Inc., as amended, for the fiscal year ended May 31, 2011.
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) 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;
b) 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;
c) Evaluated the effectiveness of the registrants 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
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially effected, or is reasonably likely to materially effect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: October 24, 2011 | By: | /s/ STEVEN J. BORST |
|
| Steven J. Borst, M.B.A. Chief Financial Officer and Vice President of Corporate Development (Principal Financial Officer, Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Grace 2, Inc. (the Company) on Form 10-K, as amended, for the period ended May 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Deborah A. Eppstein, Ph.D., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 24, 2011 | By: | /s/ DEBORAH A. EPPSTEIN, PH.D. |
|
| Deborah A. Eppstein, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) |
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Grace 2, Inc. (the Company) on Form 10-K for the period ended May 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Steven J. Borst, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 24, 2011 | By: | /s/ STEVEN J. BORST |
|
| Steven J. Borst, M.B.A. Chief Financial Officer and Vice President of Corporate Development (Principal Financial Officer, Principal Accounting Officer) |
1
Statement of Financial Position - Parenthetical (USD $) | May 31, 2011 | May 31, 2010 |
---|---|---|
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 100,000 | 100,000 |
Common Stock, Shares Outstanding | 100,000 | 100,000 |
Statement of Operations (USD $) | 12 Months Ended | 68 Months Ended | |
---|---|---|---|
May 31, 2011 | May 31, 2010 | May 31, 2011 | |
Operating Expenses | |||
General and Administrative Expense | $ 83,650 | $ 18,200 | $ 132,219 |
Operating Expenses | 83,650 | 18,200 | 132,219 |
Operating Income (Loss) | (83,650) | (18,200) | (132,219) |
Net Income (Loss) | $ (83,650) | $ (18,200) | $ (132,219) |
Earnings Per Share | |||
Earnings Per Share, Basic | $ (0.837) | $ (0.18) | $ (1.32) |
Weighted Average Number of Shares Outstanding, Basic | 100,000 | 100,000 | 100,000 |
Earnings Per Share, Diluted | $ (0.837) | $ (0.18) | $ (1.32) |
Weighted Average Number of Shares Outstanding, Diluted | 100,000 | 100,000 | 100,000 |
Document and Entity Information (USD $) | 12 Months Ended | |
---|---|---|
May 31, 2011 | Oct. 11, 2011 | |
Document and Entity Information | ||
Entity Registrant Name | grace 2, Inc. | |
Document Type | 10-K | |
Document Period End Date | May 31, 2011 | |
Amendment Flag | false | |
Entity Central Index Key | 0001366541 | |
Current Fiscal Year End Date | --05-31 | |
Entity Common Stock, Shares Outstanding | 2,600,000 | |
Entity Public Float | $ 0 | |
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 | 2011 | |
Document Fiscal Period Focus | FY |
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Subsequent Events | 12 Months Ended |
---|---|
May 31, 2011 | |
Subsequent Events | |
Subsequent Events [Text Block] | NOTE 9. Subsequent Events (Unaudited)
Subsequent to year end Grace 2, Inc., [the Company] has executed a term sheet to have a private operating company reverse merge with and into the Company. Negotiations are ongoing and it is managements opinion that it will culminate into an executed merger agreement soon. Terms are non-binding, but do contain an exclusivity provision to the Company through December 31, 2011.
On June 9, 2011, the Company, the Company issued 1,000,000 shares of common stock to CPI pursuant to a stock purchase agreement for consideration of $100, and 1,500,000 shares of common stock to several consultants for services rendered. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act, as the issuance did not involve a public sale of securities.
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Organization, Consolidation and Presentation of Financial Statements | 12 Months Ended | ||||||||||||
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May 31, 2011 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Companys accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles in the United States. Significant accounting policies are as follows:
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Going Concern Note | NOTE 8. GOING CONCERN
As of May 31, 2011 and 2010, the Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
As May 31, 2011 and 2010, the Companys current business is to pursue a business combination through acquisition, or merger with, an existing company. The Companys ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company. |
Statement of Cash Flows (USD $) | 12 Months Ended | 68 Months Ended | |
---|---|---|---|
May 31, 2011 | May 31, 2010 | May 31, 2011 | |
Increase (Decrease) in Operating Liabilities | |||
Increase (Decrease) in Accounts Payable | $ 63,275 | $ 225 | $ 68,000 |
Increase (Decrease) in Accrued Liabilities | 11,000 | 9,000 | 20,000 |
Net Cash Provided by (Used in) Operating Activities | (9,375) | (8,975) | (44,219) |
Net Cash Provided by (Used in) Financing Activities | |||
Proceeds from (Repayments of) Debt | 9,375 | 8,975 | 34,425 |
Proceeds from Issuance of Common Stock | 10 | ||
Proceeds from Contributed Capital | 9,784 | ||
Net Cash Provided by (Used in) Financing Activities | 9,375 | 8,975 | 44,219 |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | 0 |
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 |
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 |
Equity | 12 Months Ended |
---|---|
May 31, 2011 | |
Equity | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 3. PREFERRED STOCK
As of May 31, 2011 and 2010, the Company was authorized to issue 10,000,000 shares of preferred stock; zero preferred shares were outstanding.
The preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
NOTE 4. COMMON STOCK
As of May 31, 2011 and 2010, the Company is authorized to issue 100,000,000 shares of common stock; 100,000 shares of common stock were outstanding.
Holders of shares of common stock shall be entitled to cast one vote for each share held at all stockholders meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
NOTE 7. CAPITAL STOCK
On July 7, 2008 (the Effective Date), pursuant to the terms of a Stock Purchase Agreement (the Agreement), Broad Street Ventures, LLC, a limited liability company formed in the State of Colorado purchased a total of 96,000 shares of the issued and outstanding common stock of the Company from Getting You There, LLC, then the sole shareholder of the Company. The total of 96,000 shares represents 96% of the shares of outstanding common stock of the Company (the Acquisition). As part of the Acquisition and pursuant to the Agreement, the following changes to the Companys directors and officers occurred:
Virginia K. Sourlis resigned as the Companys President, Chief Executive Officer, Chief Financial Officer and Secretary and Sole Director effective July 18, 2008.
As of July 18 2008, Douglas Dyer was appointed as the Companys President and Sole Director. |
Related Party Disclosures | 12 Months Ended |
---|---|
May 31, 2011 | |
Related Party Disclosures | |
Related Party Transactions Disclosure [Text Block] | NOTE 5. RELATED PARTY TRANSACTIONS
The Company utilizes the office space and equipment of its majority shareholder at no cost. Management estimates such amounts to be immaterial.
As of May 31, 2011 and 2010, the majority shareholder advanced the Company $34,425 and $25,050 respectively for working capital purposes. The advances are not documented and do not bear any specific repayment terms. |
Income Taxes | 12 Months Ended | |||||||||||||||||||||||||
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May 31, 2011 | ||||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | NOTE 6. INCOME TAXES AND CHANGE IN CONTROL
As of May 31, 2011, the Company had approximately $44,954 in gross deferred tax assets resulting from net operating loss carry forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero for the period October 27, 2005 (inception) to May 31, 2011.
As of May 31, 2011, the Company could have federal net operating loss carry forwards of approximately $133,000 available to offset future taxable income through 2031.
For the period October 27, 2005 (inception) to May 31, 2011, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages):
The Company is in the process of finalizing its income tax returns.
The stock purchase transaction that took place in July 2008 affects a change in control of the Company, and as such the federal net operating loss carry forwards as of the date of the transaction are limited under Section 382 of the Internal Revenue Code. At the present time there have been no tax returns filed for this company since inception. The company is a C Corporation and is domiciled within the State of Delaware. |
Development Stage Enterprises | 12 Months Ended |
---|---|
May 31, 2011 | |
Development Stage Enterprises {1} | |
Development Stage Enterprise General Disclosures [Text Block] | NOTE 1. DEVELOPMENT STAGE COMPANY
Grace 2, Inc., - A Developmental Stage Entity The company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance to FASB Accounting Standards Codification (ASC) 915 Development Stage Entities. The company is subject to the risks associated with activities of development stage companies.
Grace 2, Inc. (the Company) was incorporated in the State of Delaware on October 27, 2005 and is currently in its development stage.
As a blank check company, the Companys business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made an effort to identify a possible business combination, see Subsequent event (unaudited). As a result, the Company has conducted negotiations and entered into a letter of intent concerning target business. No assurances can be given that the Company will be successful in finalizing or negotiating with any target company. Since inception, the Company has been engaged in organizational efforts. |
Statement of Financial Position, Classified (USD $) | May 31, 2011 | May 31, 2010 |
---|---|---|
Liabilities, Current | ||
Accounts Payable, Current | $ 68,000 | $ 4,725 |
Accrued Liabilities, Current | 20,000 | 9,000 |
Due to Shareholder | 34,425 | 25,050 |
Liabilities, Current | 122,425 | 38,775 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | ||
Common Stock, $.0001 par Value, Issued | 10 | 10 |
Additional Paid in Capital, Common Stock | 9,784 | 9,784 |
Retained Earnings (Accumulated Deficit) | (132,219) | (48,569) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (122,425) | $ (38,775) |
Stockholders' Equity, Number of Shares and Other Disclosures | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 100,000 | 100,000 |
Common Stock, Shares Outstanding | 100,000 | 100,000 |