Delaware | 42-1743717 | |
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer
Identification Number)
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c/o 30A Vreeland Road, Suite 230
Florham Park, New Jersey
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07932
|
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
Page: | ||||||
Part I. FINANCIAL INFORMATION | ||||||
Item 1. Financial Statements (unaudited)
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3
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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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6-10
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11-14
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
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14
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Item 4. Controls and Procedures
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14-15
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Part II. OTHER INFORMATION | ||||||
Item 1. Legal Proceedings
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16
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Item 1A. Risk Factors
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16
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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16
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Item 3. Defaults Upon Senior Securities
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16
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Item 4. [Removed and Reserved]
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16
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Item 5. Other Information
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16
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Item 6. Exhibits
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16
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Signatures | 17 |
June 30,
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December 31,
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|||||||
2011
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2010
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|||||||
Assets
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||||||||
Current Assets
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||||||||
Cash
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$ | - | $ | 68 | ||||
Total Current Assets
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- | 68 | ||||||
Property and Equipment, net
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- | 900 | ||||||
Total Assets
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$ | - | $ | 968 | ||||
Liabilities and Stockholder’s Deficit
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued expenses
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$ | 19,981 | $ | 2,839 | ||||
Notes payable
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127,795 | 55,000 | ||||||
Loans payable
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- | 16,768 | ||||||
Total Current Liabilities
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147,776 | 74,607 | ||||||
Stockholder’s Deficit
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||||||||
Preferred stock, $0.0001 par value, 2,000,000 authorized,
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||||||||
none issued and outstanding
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- | - | ||||||
Common stock $0.0001 par value, 50,000,000 authorized,
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410 | 1,688 | ||||||
4,095,000 and 16,877,900 issued and outstanding as of
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||||||||
June 30, 2011 and December 31, 2010, respectively
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||||||||
Additional paid-in-capital
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427,940 | 460,533 | ||||||
Accumulated deficit
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(576,126 | ) | (535,860 | ) | ||||
Total Stockholders’ Deficit
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(147,776 | ) | (73,639 | ) | ||||
Total Liabilities and Stockholders’ Deficit
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$ | - | $ | 968 | ||||
For the Three Months Ended
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For the Six Months Ended
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|||||||||||||||
June 30,
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June 30,
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|||||||||||||||
2011
|
2010
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2011
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2010
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|||||||||||||
Revenue
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$ | - | $ | 50 | $ | - | $ | 168 | ||||||||
Cost of Revenues
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- | 30 | - | 100 | ||||||||||||
Gross Profit
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- | 20 | - | 68 | ||||||||||||
Selling General and Administrative
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16,355 | 8,492 | 37,981 | 18,224 | ||||||||||||
Loss from Operations
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(16,355 | ) | (8,472 | ) | (37,981 | ) | (18,156 | ) | ||||||||
Interest Expense
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1,597 | - | 2,285 | - | ||||||||||||
Net Loss
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$ | (17,952 | ) | $ | (8,472 | ) | $ | (40,266 | ) | $ | (18,156 | ) | ||||
Weighted Average Shares of Common
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||||||||||||||||
Stock Outstanding-Basic and Diluted
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$ | 4,095,000 | $ | 17,882,800 | $ | 4,095,000 | $ | 17,743,573 | ||||||||
Net Loss per Basic and
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||||||||||||||||
Diluted Common Share
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$ | - | $ | - | $ | - | $ | - |
For the Six Months Ended
June 30,
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||||||||
2011
|
2010
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|||||||
Cash Flows from Operating Activities:
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||||||||
Net Loss
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$ | (40,266 | ) | $ | (18,156 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities
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||||||||
Depreciation
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900 | 616 | ||||||
Changes in Assets and Liabilities
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||||||||
Decrease in Inventory
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- | 100 | ||||||
Decrease in Prepaid Rent
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- | 3,000 | ||||||
Increase in Accounts Payable and Accrued Expenses
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17,142 | 9,979 | ||||||
Net cash used in operating activities
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(22,224 | ) | (4,461 | ) | ||||
Cash Flows from Financing Activities:
|
||||||||
Repayment of Stock
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(49,729 | ) | - | |||||
Advances from Conqueror
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72,795 | - | ||||||
Repayment of Loan
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(910 | ) | ||||||
Net cash provided by financing activities
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22,156 | - | ||||||
Net decrease in cash
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(68 | ) | (4,461 | ) | ||||
Cash at beginning of period
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68 | 4,461 | ||||||
Cash at end of period
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$ | - | $ | - | ||||
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
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||||||||
Cash paid during the year 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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Stock issued to settle liability
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$ | - | $ | 18,000 |
June 30, 2011
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December 31, 2010
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Deferred tax asset
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$ | 196,000 | $ | 186,000 | ||||
Less: Valuation allowance
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(196,000 | ) | (186,000 | ) | ||||
Net Deferred Tax Asset
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$ | - | $ | - | ||||
June 30,
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December 31,
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Estimated
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|||||||
2011
|
2010
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Useful Lives
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|||||||
Computer Equipment
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$ | 4,324 | $ | 4,324 |
3 years
|
||||
Website Development
|
4,315 | 4,315 |
3 years
|
||||||
Less: accumulated depreciation and amortization
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(8,639 | ) | (7,739 | ) | |||||
$ | - | $ | 900 |
June 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Note payable to Conqueror Group Limited bears interest at 5%, originally due May 17, 2011, currently due on demand
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$ | 55,270 | $ | 55,000 | ||||
Note payable to Conqueror Group Limited bears interest at 5% and due November 11, 2011
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49,730 | - | ||||||
Advances from Conqueror Group Limited bears 5% interest and due on demand
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22,795 | - | ||||||
$ | 127,795 | $ | 55,000 |
31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
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101* | The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, and (iv) Notes to Condensed Financial Statements |
LIFE NUTRITION PRODUCTS, INC. | |||
(Registrant) | |||
Dated: August 19, 2011
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By:
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/s/ Chu Zhanjun | |
Chu Zhanjun | |||
Chief Executive Officer |
Dated: August 19, 2011
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By:
|
/s/ Chu Zhanjun | |
Chu Zhanjun | |||
Principal Financial Officer |
Dated: August 19, 2011
|
By:
|
/s/ Chu Zhanjun | |
Chu Zhanjun, | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
Dated: August 19, 2011
|
By:
|
/s/ Chu Zhanjun | |
Chu Zhanjun, | |||
Principal Financial Officer
|
Dated: August 19, 2011
|
By:
|
/s/ Chu Zhanjun | |
Chu Zhanjun, | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
Dated: August 19, 2011
|
By:
|
/s/ Chu Zhanjun | |
Chu Zhanjun, | |||
Principal Financial Officer
|
Condensed Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Statement of Financial Position [Abstract] | Â | Â |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Issued | 0 | 0 |
Preferred Stock, Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Authorized | 50,000,000 | 50,000,000 |
Common Stock, Issued | 4,095,000 | 16,877,900 |
Common Stock, Outstanding | 4,095,000 | 16,877,900 |
Condensed Statements of Operations (unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Income Statement [Abstract] | Â | Â | Â | Â |
Revenues | $ 50 | $ 168 | ||
Cost of Revenues | 30 | 100 | ||
Gross Profit | 20 | 68 | ||
Selling, General and Administrative | 16,355 | 8,492 | 37,981 | 18,224 |
Loss from Operations | (16,355) | (8,472) | (37,981) | (18,156) |
Interest expense | 1,597 | 2,285 | ||
Net Loss | $ (17,952) | $ (8,472) | $ (40,266) | $ (18,156) |
Weighted Average Shares of Common Stock Outstanding- Basic and Diluted | 4,095,000 | 17,882,800 | 4,095,000 | 17,743,573 |
Net Loss per Basic and Diluted Common Share |
Document and Entity Information (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 15, 2011
|
|
Document And Entity Information | Â | Â |
Entity Registrant Name | LIFE NUTRITION PRODUCTS, INC. | Â |
Entity Central Index Key | 0001439237 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --12-31 | Â |
Is Entity a Well-known Seasoned Issuer? | No | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Public Float | Â | $ 409 |
Entity Common Stock, Shares Outstanding | Â | 4,095,000 |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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PROPERTY AND EQUIPMENT
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property And Equipment | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 3 - PROPERTY AND EQUIPMENT | At June 30, 2011 and December 31, 2010, property and equipment consists of the following:
|
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Nature Of Operations And Basis Of Presentation | Â |
Note 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for the interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of operations have been included. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results of operations for the full year. When reading the financial information contained in this Quarterly Report, reference should be made to the financial statements, schedule, and notes contained in the Companys annual report for the year ended December 31, 2010.
Our previous primary business purpose was to market over-the-counter, all-natural dietary supplements under the trade names: Trim For Life3 Appetite Control and Trim For Life3 Energy Formula. The Trim For Life3 Appetite Control Formula is patent pending and supported by scientific studies. The Trim For Life3 Energy Formula is a proprietary formula blend. The Company is no longer pursuing this business.
On September 7, 2010, Life Nutrition Products, Inc. (the "Company") entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Conqueror Group Limited, a Hong Kong corporation ("Conqueror") and Acumen Charm Ltd., a British Virgin Islands corporation (the "Conqueror Shareholder"). Pursuant to the Share Exchange Agreement, at the closing of the transaction contemplated in the Agreement (the "Transaction"), the Company will acquire 100% of the issued and outstanding capital stock of Conqueror from the Conqueror Shareholder, making Conqueror a wholly-owned subsidiary of the Company.
On November 17, 2010, the parties entered into a First Amendment to the Share Exchange Agreement (the First Amendment) which, among other things, provided that 1,004,900 shares shall be redeemed by the Company contemporaneously with the execution of the First Amendment at an aggregate redemption price of $55,270 (the Group B Redemption Price) and 12,782,900 shares shall be redeemed by the Company at or before the closing at an aggregate redemption price of $49,731 (the Group C Redemption Price) pursuant to mutually acceptable and duly executed redemption agreements.
Contemporaneously with the execution of the First Amendment, Conqueror loaned the Company the principal amount of $55,270 in exchange for which the Company delivered a promissory note to Conqueror which proceeds were used to pay the Group B Redemption Price. The First Amendment further provided that at or before the closing, Conqueror shall loan the Company the principal amount of $49,731 which shall be paid from the funds remaining in escrow (the Remaining Escrow Funds) pursuant to the Escrow Agreement dated as of August 13, 2010, as amended on August 30, 2010, by and among Conqueror, the Company and Cyruli Shanks Hart & Zizmor LLP, in exchange for which the Company shall deliver a promissory note to Conqueror which proceeds shall be used to pay the Group C Redemption Price.
The First Amendment also provided that in the event that the closing does not occur for any reason on or before January 31, 2011, then, among other things, the Remaining Escrow Funds shall be paid to the Company and used to promptly redeem 12,782,900 shares as provided therein at the Group C Redemption Price, and the then officers and directors of the Company shall resign with immediate effect and appoint such persons as designated by Conqueror as officers and directors.
The Closing was to transpire on or before January 31, 2011 but, as of the date hereof, has not occurred. As a result, on May 11, 2011, and in accordance with the terms of the First Amendment, the Remaining Escrow Funds were paid to the Company and were used to redeem 12,782,900 shares at the Group C Redemption Price and the Company delivered a promissory note to Conqueror in the principal amount of $49,731. On May 11, 2011, Michael M. Salerno, the Companys sole officer and director, resigned as an officer and director of the Company, and appointed Chu Zhanjun and Li Gang as directors, and Chu Zhanjun as President, Chief Executive Officer and Principal Financial Officer of the Company, each a designee of Conqueror.
On May 11, 2011, the Companys former CEO agreed to forgive and discharge all amounts due and owing to him for funds advanced or loans made to the Company (see Note 5).
Going Concern
|
NOTES PAYABLE
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - NOTE PAYABLE | At June 30, 2011 and December 31, 2010, notes payable consist of the following:
The Company has accrued and expensed $2,285 for interest as of June 30, 2011.
|
LOANS PAYABLE
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Loans Payable [Abstract] | Â |
Note 5 - LOANS PAYABLE | The Company was advanced $5,598 from its former CEO in 2009, which was due on demand without interest. The Company was advanced $11,170 from a company controlled by the Companys former CEO in 2010. Total advances of $16,768 were due on demand without interest. The Company repaid $910 and the $15,858 was forgiven in the transaction and included in additional paid in capital.
|
STOCKHOLDERS' DEFICIT
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Stockholders Deficit | Â |
Note 6 - STOCKHOLDERS' DEFICIT | We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.
We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of June 30, 2011 there are 4,095,000 issued and outstanding. In connection with the share exchange agreement, the Company redeemed and cancelled 13,787,800 shares of its common stock. |
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Condensed Statements of Cash Flows (unaudited) (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Cash Flows from Operating Activities: | Â | Â |
Net Loss | $ (40,266) | $ (18,156) |
Depreciation | 900 | 616 |
Decrease in Inventory | 100 | |
Decrease in Prepaid Rent | 3,000 | |
Increase in Accounts Payable and Accrued Expenses | 17,142 | 9,979 |
Net cash used in operating activities | (22,224) | (4,461) |
Cash Flows from Financing Activities: | Â | Â |
Repayment of Stock | 49,729 | |
Advances from Conqueror | 72,795 | |
Repayment of Loan | 910 | Â |
Net cash provided by operating activities | 22,156 | |
Net decrease in cash | (68) | (4,461) |
Cash at beginning of period | 68 | 4,461 |
Cash at end of period | ||
Cash paid during the year for Interest | ||
Cash paid during the year for Income taxes | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | Â | Â |
Stock issued to settle liability | $ 18,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers investments with an initial maturity of 3 months or less to be cash equivalents.
The Company maintains cash balances at financial institutions and are insured by the Federal Deposit Insurance Corporation up to federally insured limits. At times during the year, balances in certain bank accounts may exceed the FDIC insured limits.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are computed on the straight-line method based on the estimated useful lives of the assets. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.
Revenue Recognition
The Company recognizes revenue upon shipment of goods, and the price is fixed and determinable, and collectability is reasonably assured.
Net (Loss) Per Share of Common Stock
Net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share as the result is anti-dilutive for the periods presented.
Recent Accounting Pronouncements
As noted in our annual report on Form 10-K for the year ended December 31, 2010 filed April 2011, recent accounting pronouncements issued by the Financial Accounting Standards Board are not believed by the Company to have a significant material impact on the financial statements.
Income Taxes
The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740-10 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprises financial statements in accordance with generally accepted accounting standards. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Federal, state and local income tax returns for the years prior to 2007 are no longer subject to examination by tax authorities. The Company did not have any uncertain tax positions.
The tax effect of temporary differences, primarily net operating loss carryforwards, gave rise to the Company's deferred tax asset in the accompanying June 30, 2011 and December 31, 2010 balance sheets. Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.
As of June 30, 2011 and December 31, 2010, the Company has net operating loss carry forwards of approximately $560,000 and $536,000 that can be utilized to offset future taxable income for Federal income tax purposes through 2029. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382. Significant components of the Company's deferred tax assets and liabilities are summarized as follows:
Fair Value Measurements
The carrying amounts of the Companys financial instruments including cash, prepaid expenses, accrued expenses and officer loans, approximate fair value because of their short-term nature.
The Company follows ASC 820, which defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:
Level 1 Inputs Quoted prices for identical instruments in active markets.
Level 2 Inputs Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs Instruments with primarily unobservable value drivers.
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Condensed Balance Sheets (unaudited) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Assets | Â | Â |
Cash | $ 68 | |
Total Current Assets | 68 | |
Property and Equipment, net | 900 | |
Total Assets | 968 | |
Liabilities and Stockholders' Deficit | Â | Â |
Accounts payable and accrued expenses | 19,981 | 2,839 |
Note Payable | 127,795 | 55,000 |
Loans payable | 16,768 | |
Total Current Liabilities | 147,776 | 74,607 |
Stockholders' Deficit | Â | Â |
Preferred stock, $0.0001 par value, 2,000,000 authorized, none issued and outstanding | ||
Common stock $0.0001 par value, 50,000,000 authorized, 4,095,000 and 16,877,900 issued and outstanding as of June 30, 2011 and December 31, 2010, respectively | 410 | 1,688 |
Additional paid-in-capital | 427,940 | 460,533 |
Accumulated deficit | (576,126) | (535,860) |
Total Stockholders' Deficit | (147,776) | (73,639) |
Total Liabilities and Stockholders' Deficit | $ 968 |