x |
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended June 30, 2013
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o |
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ______________ to _____________
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Nevada
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27-0984742
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(State of incorporation)
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(IRS Employer ID Number)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Part I - Financial Information
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Item 1 - Financial Statements
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3
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Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
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14 |
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 4 - Controls and Procedures
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16
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Part II - Other Information
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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 - Mine Safety Disclosures
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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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17
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Signatures
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17
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(Unaudited)
June 30,
2013
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(Audited)
December 31,
2012
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ASSETS
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||||||||
Current Assets
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||||||||
Cash on hand and in bank
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$ | 229 | $ | 874 | ||||
Total Assets
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$ | 229 | $ | 874 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current Liabilities
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||||||||
Accrued expenses
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$ | 2,449 | $ | 600 | ||||
Total Liabilities
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2,449 | 600 | ||||||
Commitments and Contingencies
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||||||||
Stockholders' Equity (Deficit)
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||||||||
Preferred stock - $0.001 par value
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||||||||
10,000,000 shares authorized.
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None issued and outstanding
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- | - | ||||||
Common stock - $0.001 par value.
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||||||||
100,000,000 shares authorized.
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||||||||
10,000,005 shares issued and outstanding, respectively
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10,000 | 10,000 | ||||||
Additional paid-in capital
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56,635 | 53,235 | ||||||
Deficit accumulated during the development stage
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(68,855 | ) | (62,961 | ) | ||||
Total Stockholders' Equity (Deficit)
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(2,220 | ) | 274 | |||||
Total Liabilities and Stockholders’ Equity (Deficit)
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$ | 229 | $ | 874 |
Period from
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||||||||||||||||||||
August 1, 2007
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||||||||||||||||||||
(date of bankruptcy
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||||||||||||||||||||
Six months
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Six months
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Three months
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Three months
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settlement)
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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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||||||||||||||||
June 30,
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June 30,
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June 30,
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June 30,
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June 30,
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||||||||||||||||
2013
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2012
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2013
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2012
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2013
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||||||||||||||||
Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating expenses
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||||||||||||||||||||
Reorganization costs
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- | - | - | - | 2,916 | |||||||||||||||
Professional fees
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4,025 | 3,885 | 1,200 | 1,485 | 33,228 | |||||||||||||||
Other general and
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||||||||||||||||||||
administrative expenses
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1,869 | 4,245 | 659 | 1,980 | 32,711 | |||||||||||||||
Total operating expenses
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5,894 | 8,130 | 1,859 | 3,465 | 68,855 | |||||||||||||||
Loss from operations
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(5,894 | ) | (8,130 | ) | (1,859 | ) | (3,465 | ) | (68,855 | ) | ||||||||||
Provision for income taxes
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- | - | - | - | - | |||||||||||||||
Net Loss
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(5,894 | ) | (8,130 | ) | (1,859 | ) | (3,465 | ) | (68,855 | ) | ||||||||||
Other
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||||||||||||||||||||
comprehensive income
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- | - | - | - | - | |||||||||||||||
Comprehensive Loss
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$ | (5,894 | ) | $ | (8,130 | ) | $ | (1,859 | ) | $ | (3,465 | ) | $ | (68,855 | ) | |||||
Loss per weighted-average
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||||||||||||||||||||
share of common stock
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||||||||||||||||||||
outstanding, computed
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||||||||||||||||||||
on net loss - basic and
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||||||||||||||||||||
fully diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted-average number
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||||||||||||||||||||
of shares of common
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||||||||||||||||||||
stock outstanding - basic
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||||||||||||||||||||
and fully diluted
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10,000,005 | 10,000,005 | 10,000,005 | 10,000,005 |
Period from
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||||||||||||
August 1, 2007
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||||||||||||
(date of bankruptcy
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||||||||||||
Six months
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Six months
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settlement)
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||||||||||
ended
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ended
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through
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||||||||||
June 30,
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June 30,
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June 30,
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||||||||||
2013
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2012
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2013
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||||||||||
Cash Flows from Operating Activities
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||||||||||||
Net loss for the period
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$ | (5,894 | ) | $ | (8,130 | ) | $ | (68,855 | ) | |||
Adjustments to reconcile net loss
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||||||||||||
to net cash used in operating activities
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||||||||||||
Increase (Decrease) in accrued expenses
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1,849 | - | 2,449 | |||||||||
Net cash used in operating activities
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(4,045 | ) | (8,130 | ) | (66,406 | ) | ||||||
Cash Flows from Investing Activities
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- | - | - | |||||||||
Cash Flows from Financing Activities
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||||||||||||
Cash funded by bankruptcy trust
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- | - | 1,000 | |||||||||
Sale of common stock
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- | - | 9,500 | |||||||||
Capital contributed to support operations
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3,400 | 19,000 | 56,135 | |||||||||
Net cash provided by financing activities
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3,400 | 19,000 | 66,635 | |||||||||
Increase (Decrease) in Cash
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(645 | ) | 10,870 | 229 | ||||||||
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Cash at beginning of period
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874 | 688 | - | |||||||||
Cash at end of period
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$ | 229 | $ | 11,558 | $ | 229 | ||||||
Supplemental Disclosure of
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||||||||||||
Interest and Income Taxes Paid
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||||||||||||
Interest paid during the period
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$ | - | $ | - | $ | - | ||||||
Income taxes paid during the period
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$ | - | $ | - | $ | - |
Current assets to be transferred to the post-confirmation entity
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$ | 1,000 | |||
Fair market value of property and equipment
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- | ||||
Deposits with vendors and other assets transferred
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to the post-confirmation entity
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- | ||||
Reorganization value
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$ | 1,000 |
Postpetition current liabilities
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$ | - | |||
Liabilities deferred pursuant to Chapter 11 proceeding
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- | ||||
“New” common stock issued upon reorganization
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1,000 | ||||
Total postpetition liabilities and allowed claims
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1,000 | ||||
Reorganization value
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(1,000 | ) | |||
Excess of liabilities over reorganization value
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$ | - |
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•
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Forecasted operating and cash flows results which gave effect to the estimated impact of
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|
•
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The discounted residual value at the end of the forecast period based on capitalized cash flows for the last year of that period.
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•
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Market share and position
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•
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Competition and general economic conditions
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•
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Projected sales growth
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|
•
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Potential profitability
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|
•
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Seasonality and working capital requirements
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Common Stock (500,005 “new” shares to be issued at $0.001 par value)
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$ | 500 | |||
Additional paid-in capital
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500 | ||||
Total reorganized capital structure
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$ | 1,000 |
1.
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Cash and cash equivalents
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2.
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Reorganization costs
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3.
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Income taxes
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4.
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Income (Loss) per share
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5.
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Recent Accounting Pronouncements
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Period from
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August 1, 2007
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(date of
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bankruptcy
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Six months
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Six months
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settlement)
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|||||||||||
ended
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ended
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through
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June 30,
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June 30,
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June 30,
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|||||||||||
2013
|
2012
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2013
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|||||||||||
Federal:
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|||||||||||||
Current
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$ | - | $ | - | $ | - | |||||||
Deferred
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- | - | - | ||||||||||
- | - | - | |||||||||||
State:
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|||||||||||||
Current
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- | - | - | ||||||||||
Deferred
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- | - | - | ||||||||||
- | - | - | |||||||||||
Total
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$ | - | $ | - | $ | - |
Period from
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||||||||||||
August 1, 2007
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||||||||||||
(date of
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||||||||||||
bankruptcy
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||||||||||||
Six months
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Six months
|
settlement)
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||||||||||
ended
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ended
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through
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||||||||||
June 30,
|
June 30,
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June 30,
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||||||||||
2013
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2012
|
2013
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||||||||||
Statutory rate applied to
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||||||||||||
income before income taxes
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$ | (2,000 | ) | $ | (2,800 | ) | $ | (16,800 | ) | |||
Increase (decrease) in income
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||||||||||||
taxes resulting from:
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||||||||||||
State income taxes
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- | - | - | |||||||||
Other, including reserve for
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||||||||||||
deferred tax asset and application
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||||||||||||
of net operating loss carryforward
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2,000 | 2,800 | 16,800 | |||||||||
Income tax expense
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$ | - | $ | - | $ | - |
June 30,
|
December 31,
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||||||||
2013
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2012
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||||||||
Deferred tax assets
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|||||||||
Net operating loss carryforwards
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$ | 16,800 | $ | 14,800 | |||||
Less valuation allowance
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(16,800 | ) | (14,800 | ) | |||||
Net Deferred Tax Asset
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$ | - | $ | - |
(1)
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Caution Regarding Forward-Looking Information
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(2)
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General
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(3)
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Results of Operations
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(4)
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Liquidity and Capital Resources
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(5)
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Critical Accounting Policies
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(6)
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Effect of Climate Change Legislation
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(a)
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Evaluation of Disclosure Controls and Procedures
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(b)
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Changes in Internal Controls
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SMSA Crane Acquisition Corp. | |
Dated: August 5, 2013 |
/s/ Carolyn C. Shelton
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Carolyn C. Shelton | |
President, Chief Executive Officer, | |
Chief Financial Officer and Sole Director |
1.
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I have reviewed this quarterly report on Form 10-Q of SMSA Crane Acquisition Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a 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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) 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:
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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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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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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: August 5, 2013 |
By: /s/ Carolyn C. Shelton
Carolyn C. Shelton
Chief Executive Officer
and Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 5, 2013 |
By: /s/ Carolyn C. Shelton
Carolyn C. Shelton
Chief Executive Officer
and Chief Financial Officer
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Plan Of Reorganization (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Plan Of Reorganization | |||||||||||||||||||||||||||||||||||||
Plan Of Reorganization | It was determined that SMSA Crane Acquisition Corps reorganization value computed immediately before the confirmation date of the Plan, was approximately $1,000, which consisted of the following:
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Statements of Operations and Comprehensive Loss (USD $)
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3 Months Ended | 6 Months Ended | 71 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
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Jun. 30, 2013
|
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REVENUES | |||||
Revenues: | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | |||||
Reorganization costs | 0 | 0 | 0 | 0 | 2,916 |
Professional fees | 1,200 | 1,485 | 4,025 | 3,885 | 33,228 |
Other general and administrative expenses | 659 | 198 | 1,869 | 4,245 | 32,711 |
Total operating expenses | 1,859 | 3,465 | 5,894 | 8,130 | 68,855 |
Loss from operations | (1,859) | (3,465) | (5,894) | (8,130) | (68,855) |
Provision for income taxes | 0 | 0 | |||
Net Loss | (1,859) | (3,465) | (5,894) | (8,130) | 68,855 |
Other comprehensive income | 0 | 0 | |||
Comprehensive Income (Loss) | $ (1,859) | $ (3,465) | $ (5,894) | $ (8,130) | $ (68,855) |
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Weighted-average number of shares of common stock outstanding -basic and fully diluted | 10,000,005 | 10,000,005 | 10,000,005 | 10,000,005 |
Summary of Significant Accounting Policies
|
6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
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|||||||||||
Summary of Significant Accounting Policies | |||||||||||
Summary of Significant Accounting Policies | Note E - Summary of Significant Accounting Policies
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
The Company has adopted the provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.
The Company files income tax returns in the United States of America and various states, as appropriate and applicable. As a result of the Companys bankruptcy action, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010. The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009.
The Company uses the asset and liability method of accounting for income taxes. At June 30, 2013 and December 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals, as well as the potential impact of any net operating loss carryforwards (s) and their potential utilization.
The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of managements acceptance of potentially uncertain positions for income tax treatment on a more-likely-than-not probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codifications Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Companys net income (loss) position at the calculation date. As of June 30, 2013 and 2012, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flows. |
REORGANIZATION UNDER CHAPTER 11 CREDIT FACILITY (Details) (USD $)
|
Aug. 10, 2007
|
Jan. 17, 2007
|
Jan. 09, 2007
|
---|---|---|---|
REORGANIZATION UNDER CHAPTER 11 CREDIT FACILITY: | |||
Credit facility term loan in millions | $ 8.3 | ||
Credit facility revolving loan in millions | 15.0 | ||
Lender agreed to provide an additional to fund payroll in millions | 1.7 | ||
Plan of Reorganizations was approximately | $ 1,000 |
Liabilities After Reorganization (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities After Reorganization | |||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities After Reorganization | the voting shares of the emerging entity and its reorganization value was not greater than its postpetition liabilities and allowed claims, as shown below:
|
Reorganization capital structure (Details) (USD $)
|
Aug. 10, 2007
|
---|---|
Reorganization capital structure should be as follows: | |
Common Stock (500,005 "new" shares to be issued at $0.001 par value). | $ 500 |
Additional paid-in capital. | 500 |
Total reorganized capital structure. | $ 1,000 |
Postpetition Current Liabilities (Details) (USD $)
|
Aug. 10, 2007
|
---|---|
Postpetition Liabilities And Allowed claims Shown Below: | |
Postpetition current liabilities | $ 0 |
Liabilities deferred pursuant to Chapter 11 proceeding | 0 |
"New" common stock issued upon reorganization | 1,000 |
Total postpetition liabilities and allowed claims. | 1,000 |
Reorganizations values | (1,000) |
Excess of liabilities over reorganizations value. | $ 0 |
CAPITAL STOCK TRANSACTION (Details) (USD $)
|
Jun. 30, 2013
|
Nov. 05, 2010
|
---|---|---|
CAPITAL STOCK TRANSACTION: | ||
Plan Shares to meet the requirements | 500,005 | |
Common stock was issued to holders of various claims | 500,005 | |
Share Purchase Agreement | 9,500,000 | |
Issued an aggregate shares of common stock | $ 9,500 | |
Issued an aggregate shares of common stock par value | $ 0.001 | |
Shares of common stock currently issued and outstanding | 10,000,005 |
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE (Details) (USD $)
|
6 Months Ended | 71 Months Ended | |
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
INCOME TAX EXPENSE BENEFIT VARIED FROM STATUTORY RATE: | |||
Statutory rate applied to income before income taxes | $ (2,000) | $ (2,800) | $ (16,800) |
State income taxes | 0 | 0 | 0 |
Other, including reserve for deferred tax asset and application of net operating loss carryforward | 2,000 | 2,800 | 16,800 |
Income tax expense. | $ 0 | $ 0 | $ 0 |
Reorganization (Details) (USD $)
|
Aug. 10, 2007
|
---|---|
Plan of Reorganization consisted of the following: | |
Current assets to be transferred to the post-confirmation entity | $ 1,000 |
Fair market value of property and equipment | 0 |
Deposits with vendors and other assets transferred to the post-confirmation entity | 0 |
Reorganization value | $ 1,000 |
Background and Description of Business
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Background and Description of Business | |
Background and Description of Business | Note A - Background and Description of Business SMSA Crane Acquisition Corp. (Company) was organized on September 9, 2009 as a Nevada corporation to effect the reincorporation of Senior Management Services of Crane, Inc. (Predecessor Company), a Texas corporation, mandated by the plan of reorganization discussed below. The Companys emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007 created the combination of a change in majority ownership and voting control - that is, loss of control by the then-existing stockholders, a court-approved reorganization, and a reliable measure of the entitys fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly, the Company, post bankruptcy, has no significant assets, liabilities or operating activities. Therefore, the Company, as a new reporting entity, qualifies as a development stage enterprise as defined in Development Stage Entities topic of the FASB Accounting Standards Codification and as a shell company as defined in Rule 405 under the Securities Act of 1 933, (Securities Act), and Rule 12b-2 under the Securities Exchange Act of 1934, (Exchange Act). On November 5, 2010, the Company entered into a Share Purchase Agreement (Share Purchase Agreement) with Carolyn C. Shelton (Shelton), a resident of Tyler, Texas, pursuant to which she acquired 9,500,000 shares of our common stock for approximately $9,500 cash or $0.001 per share. As a result of this transaction, 10,000,005 shares of our common stock are currently issued and outstanding. Our current business plan is to own and manage income producing commercial properties in East Texas. |
Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
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Basis of Presentation: | |
Basis of Presentation | Note C - Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Companys system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Companys financial statements for the year ended December 31, 2012. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein. In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commissions instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2013. |
Fair Value of Financial Instruments
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6 Months Ended |
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Jun. 30, 2013
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Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note F - Fair Value of Financial Instruments The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. Interest rate risk is the risk that the Companys earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any. Financial risk is the risk that the Companys earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any. |
Going Concern Uncertainty
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6 Months Ended |
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Jun. 30, 2013
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Going Concern Uncertainty | |
Going Concern Uncertainity | Note D - Going Concern Uncertainty The Company has no post-bankruptcy operating history, limited cash on hand, no operating assets and has a business plan with inherent risk. Because of these factors, the Companys auditors have issued an audit opinion on the Companys annual financial statements which includes a statement describing our going concern status. This means, in the auditors opinion, there is substantial doubt about our ability to continue as a going concern at the date of their opinion. Our current business plan is to own and manage income producing commercial properties in East Texas. However, there is no assurance that the Company will be able to successfully implement its business plan, which may include a future acquisition or merger with a private operating company. There is no assurance that the implementation of our business plan or any future business combination transaction will result in the appreciation of our stockholders investment in the then outstanding common stock. The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in its business plan and a potential shortfall of funding due the potential inability to raise capital in the equity securities market. If adequate operating capital and/or cash flows are not received during the next twelve months, the Company could become dormant until such time as necessary funds could be raised. The Company anticipates future sales or issuances of equity securities to fulfill its business plan. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Companys Articles of Incorporation authorize the issuance of up to 10,000,000 shares of preferred stock and 100,000,000 shares of common stock. The Companys ability to issue preferred stock may limit the Companys ability to obtain debt or equity financing as well as impede potential takeover of the Company, which may be in the best interest of stockholders. The Companys ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. While the Company is of the opinion that good faith estimates of the Companys ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. |
GOING CONCERN (Details)
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Jun. 30, 2013
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GOING CONCERN: | |
Shares of common stock Issued | 100,000,000 |
Shares of preferred stock Issued | 10,000,000 |
DEFERRED TAX ASSETS COMPONENTS (Details) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Deferred tax assets | ||
Net operating loss carryforwards | $ 16,800 | $ 14,800 |
Less valuation allowance | (16,800) | (14,800) |
Net Deferred Tax Asset | $ 0 | $ 0 |