x
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2012
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SUJA MINERALS, CORP.
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(Exact name of registrant as specified in its charter)
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NEVADA
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(State or other jurisdiction of incorporation or organization)
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10300 W. Charleston Blvd., #13-56
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Las Vegas, NV 89135
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(Address of principal executive offices, including zip code.)
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702-425-2873
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(telephone number, including area code)
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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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Page
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ITEM 1
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FINANCIAL STATEMENTS
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3
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Balance Sheets as of January 31, 2012 (unaudited) and October 31, 2011 (audited)
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3
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Unaudited Statements of Operations for the three month period ended January 31, 2012 and January 31, 2011 and the period from inception (April 28, 2010) to January 31, 2012
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4
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Unaudited Statements of Cash Flows for the three month period ended January 31, 2012 and January 31, 2011 and the period from inception (April 28, 2010) to January 31, 2012
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5
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Notes to Interim Financial Statements
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6
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ITEM 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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ITEM 3
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Quantitative and Qualitative Disclosures about Market Risk
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12
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ITEM 4
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Controls and Procedures
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12
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PART II
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OTHER INFORMATION
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12
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ITEM 1A
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Risk Factors
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12
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ITEM 6
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Exhibits
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12
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INDEX TO EXHIBITS
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12
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SIGNATURES
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13
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SUJA MINERALS CORPORATION
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||||||||
(AN EXPLORATION STAGE COMPANY)
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BALANCE SHEETS
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||||||||
January 31,
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October 31,
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|||||||
2012
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2011
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|||||||
ASSETS
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(unaudited)
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(audited)
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||||||
Current assets:
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$ | - | $ | - | ||||
Other assets:
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||||||||
Property option - related party
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128,478 | 128,478 | ||||||
Total other assets
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128,478 | 128,478 | ||||||
Total assets
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$ | 128,478 | $ | 128,478 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 38,139 | $ | 31,345 | ||||
Accrued payroll
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20,000 | 20,000 | ||||||
Accrued interest payable - related party
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1,139 | 788 | ||||||
Notes payable - related party
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27,708 | 27,153 | ||||||
Total current liabilities
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86,986 | 79,286 | ||||||
Total liabilities
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86,986 | 79,286 | ||||||
Stockholders' equity:
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||||||||
Common stock, $0.001 par value, 75,000,000 shares
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||||||||
authorized, 19,450,000 shares issued and outstanding
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19,450 | 19,450 | ||||||
Additional paid-in capital
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175,050 | 175,050 | ||||||
Deficit accumulated during exploration stage
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(153,008 | ) | (145,308 | ) | ||||
Total stockholders' equity
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41,492 | 49,192 | ||||||
Total liabilities and stockholders' equity
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$ | 128,478 | $ | 128,478 |
SUJA MINERALS CORPORATION
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||||||||||||
(AN EXPLORATION STAGE COMPANY)
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||||||||||||
STATEMENTS OF OPERATIONS
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(unaudited)
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||||||||||||
For the
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For the
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Inception
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||||||||||
three months
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three months
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(April 28, 2010)
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||||||||||
ended
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ended
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to
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||||||||||
January 31,
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January 31,
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January 31,
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||||||||||
2012
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2011
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2012
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||||||||||
Revenue
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$ | - | $ | - | $ | - | ||||||
Operating expenses:
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||||||||||||
General and administrative
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- | 165 | 452 | |||||||||
General and administrative - related party
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- | - | 30,112 | |||||||||
Professional fees
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7,286 | 22,800 | 121,346 | |||||||||
Total operating expenses
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7,286 | 22,965 | 151,910 | |||||||||
Loss from operations
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(7,286 | ) | (22,965 | ) | (151,910 | ) | ||||||
Other income (expense):
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||||||||||||
Foreign currency transaction gain
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- | - | 104 | |||||||||
Interest expense
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(64 | ) | - | (64 | ) | |||||||
Interest expense - related party
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(350 | ) | (111 | ) | (1,138 | ) | ||||||
Total other income (expense)
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(414 | ) | (111 | ) | (1,098 | ) | ||||||
Net loss
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$ | (7,700 | ) | $ | (23,076 | ) | $ | (153,008 | ) | |||
Weighted average number of common
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||||||||||||
shares outstanding - basic
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19,450,000 | 19,200,000 | ||||||||||
Net loss per share - basic
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$ | (0.00 | ) | $ | (0.00 | ) |
SUJA MINERALS CORPORATION
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||||||||||||
(AN EXPLORATION STAGE COMPANY)
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STATEMENTS OF CASH FLOWS
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||||||||||||
(unaudited)
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||||||||||||
For the
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For the
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Inception
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||||||||||
three months
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three months
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(April 28, 2010)
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||||||||||
ended
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ended
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to
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||||||||||
January 31,
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January 31,
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January 31,
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||||||||||
2012
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2011
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2012
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (7,700 | ) | $ | (23,076 | ) | $ | (153,008 | ) | |||
Adjustments to reconcile net loss
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||||||||||||
to net cash used in operating activities:
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Shares issued for services
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- | - | 10,000 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Decrease in prepaid expenses
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- | 1,075 | - | |||||||||
Increase in accounts payable
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6,794 | - | 38,139 | |||||||||
Increase in accrued payroll
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- | - | 20,000 | |||||||||
Decrease in accrued interest payable - related party
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351 | 110 | 1,139 | |||||||||
Net cash used in operating activities
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(555 | ) | (21,891 | ) | (83,730 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of property option - related party
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- | - | (1,755 | ) | ||||||||
Net cash used in investing activities
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- | - | (1,755 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Increase in bank overdraft
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- | 356 | - | |||||||||
Proceeds from notes payable - related party
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555 | - | 985 | |||||||||
Proceeds from sale of common stock, net of offering costs
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- | 10,000 | 84,500 | |||||||||
Net cash provided by financing activities
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555 | 10,356 | 85,485 | |||||||||
NET CHANGE IN CASH
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- | (11,535 | ) | - | ||||||||
CASH AT BEGINNING OF PERIOD
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- | 11,535 | - | |||||||||
CASH AT END OF YEAR
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$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL INFORMATION:
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Interest paid
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$ | - | $ | - | $ | - | ||||||
Income taxes paid
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$ | - | $ | - | $ | - | ||||||
Non-cash activities:
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||||||||||||
Shares issued for property option - related party
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$ | - | $ | - | $ | 100,000 | ||||||
Note payable - related party issued for purchase of
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||||||||||||
property option, net of payments of $1,755
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$ | - | $ | - | $ | 26,723 |
Exhibit
No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T.
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SUJA MINERALS, CORP.
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|||
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BY:
/s/
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MATT REAMS
MATT REAMS
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President and
Principal Executive Officer
and
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BY:
/s/
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MATT REAMS
MATT REAMS
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Chief Financial Officer and
Principal Financial Officer
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1.
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I have reviewed this Report on Form 10-Q of SUJA MINERALS, 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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By: /s/ Matt Reams
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-----------------------------------------
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Matt Reams
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Chief Executive Officer and
Chief Financial Officer
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By: /s/ Matt Reams
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-------------------------------------
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Matt Reams
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Chief Executive Officer
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Chief Financial Officer
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NOTES PAYABLE - RELATED PARTY
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
NOTES PAYABLE - RELATED PARTY [Abstract] | |
NOTES PAYABLE - RELATED PARTY |
NOTE 4 - NOTES PAYABLE - RELATED PARTY Note Payable with Officer, Director and Shareholder On February 14, 2011, the Company had a verbal arrangement with Matt Reams, an officer, director and shareholder of the Company, for a total of $430. During the three months ended January 31, 2012, the Company received an additional loan from Matt Reams for $555. The unsecured loan is due upon demand and bears interest at 8% per annum. During the three months ended January 31, 2012, the interest expense totaled $16. During the three months ended January 31, 2011, the interest expense totaled $0. As of January 31, 2012, the Company had accrued interest of $40. Note Payable with Shareholder On August 9, 2010, the Company executed a promissory note for $8,400. The loan was due on August 9, 2011 and bears interest at 5% per annum. The Company paid a total of $1,755 in principal payments and the accrued interest on the loan commenced on September 1, 2010. On June 15, 2011, the promissory note was amended and increased to CAD $26,000 which is approximately $26,723. The increase in the loan amount was due to the increase in the amended property option. See Note 3. The loan is due on August 31, 2012 and bears interest at 5% per annum. During the three months ended January 31, 2012, the interest expense totaled $334. During the three months ended January 31, 2011, the interest expense totaled $111. As of January 31, 2012, the Company had accrued interest of $1,098. |
PROPERTY OPTION
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
PROPERTY OPTION [Abstract] | |
PROPERTY OPTION |
NOTE 3 - PROPERTY OPTION On August 9, 2010, the Company executed an option to acquire a 100% undivided interest on mineral claims in Canada. As part of the agreement, the Company agreed to issue 10,000,000 shares of common stock valued at $0.01 per share and issued a promissory note for $8,400 which was due by August 31, 2010. The second payment of $76,800 was due by August 31, 2011. The Company agreed to payments of $50,000 due by August 31, 2012 and payments of $50,000 for the next four years. The Company must pay $250,000 per year for the following five year periods until such time as the project is abandoned or put into production. The options will be deemed exercised upon satisfaction of all the above stated terms; at which point the Company will have acquired 100% interest in the property. Once it is put into production, the payments of $250,000 per year will cease and the Company will pay $3 per ton adjusted annual by the Canadian Cost of Living Index. On June 15, 2011, the Company renegotiated the payment terms of the option agreement. The promissory note was amended to account for the increase in the payment amount in the amended option agreement. See Note 4 for details of the promissory note. The counterparty retained the 10,000,000 shares of common stock and the first payment has increased to CAD $26,000 and is due on April 30, 2012. The second payment of CAD $76,800 is due on August 31, 2013. The Company agreed to payments of $50,000 due by August 31, 2014 and payments of $50,000 for the next four years. The Company must pay $250,000 per year for the following five year periods until such time as the project is abandoned or put into production. The options will be deemed exercised upon satisfaction of all the above stated terms; at which point the Company will have acquired 100% interest in the property. Once it is put into production, the payments of $250,000 per year will cease and the Company will pay $3 per ton adjusted annual by the Canadian Cost of Living Index. As of October 31, 2010, the Company issued 10,000,000 shares of common stock and has paid a total of $1,755 as part of the agreement. As a result of the transaction, the counterparty is now considered a related party since it is a shareholder of the Company. As of January 31, 2012, the Company has an outstanding principal amount of $27,708 in notes payable - related party, related to the agreement. |
BALANCE SHEETS (USD $)
|
Jan. 31, 2012
|
Oct. 31, 2011
|
---|---|---|
ASSETS | ||
Current assets: | ||
Other assets: | ||
Property option - related party | 128,478 | 128,478 |
Total other assets | 128,478 | 128,478 |
Total assets | 128,478 | 128,478 |
Current liabilities: | ||
Accounts payable | 38,139 | 31,345 |
Accrued payroll | 20,000 | 20,000 |
Accrued interest payable - related party | 1,139 | 788 |
Notes payable - related party | 27,708 | 27,153 |
Total current liabilities | 86,986 | 79,286 |
Total liabilities | 86,986 | 79,286 |
Stockholders' equity: | ||
Common stock, $0.001 par value, 75,000,000 shares authorized, 19,450,000 shares issued and outstanding | 19,450 | 19,450 |
Additional paid-in capital | 175,050 | 175,050 |
Deficit accumulated during exploration stage | (153,008) | (145,308) |
Total stockholders' equity | 41,492 | 49,192 |
Total liabilities and stockholders' equity | $ 128,478 | $ 128,478 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the period ended October 31, 2011 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Recent pronouncements The Company has evaluated all the recent accounting pronouncements through February 2012 and believes that none of them will have a material effect on the Company's financial statement. |
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GOING CONCERN
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
GOING CONCERN [Abstract] | |
GOING CONCERN |
NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (April 28, 2010) through the period ended January 31, 2012 of ($153,008). In addition, the Company's development activities since inception have been financially sustained through equity financing. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
BALANCE SHEETS (PARENTHETICAL) (USD $)
|
Jan. 31, 2012
|
Oct. 31, 2011
|
---|---|---|
BALANCE SHEETS [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,450,000 | 19,450,000 |
Common stock, shares outstanding | 19,450,000 | 19,450,000 |
Document and Entity Information
|
3 Months Ended | |
---|---|---|
Jan. 31, 2012
|
Mar. 15, 2012
|
|
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2012 | |
Entity Registrant Name | SUJA MINERALS, CORP. | |
Entity Central Index Key | 0001492850 | |
Current Fiscal Year End Date | --10-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2012 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,450,000 |
STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 21 Months Ended | |
---|---|---|---|
Jan. 31, 2012
|
Jan. 31, 2011
|
Jan. 31, 2012
|
|
STATEMENTS OF OPERATIONS [Abstract] | |||
Revenue | |||
Operating expenses: | |||
General and administrative | 165 | 452 | |
General and administrative - related party | 30,112 | ||
Professional fees | 7,286 | 22,800 | 121,346 |
Total operating expenses | 7,286 | 22,965 | 151,910 |
Loss from operations | (7,286) | (22,965) | (151,910) |
Other income (expense): | |||
Foreign currency transaction gain | 104 | ||
Interest expense | (64) | (64) | |
Interest expense - related party | (350) | (111) | (1,138) |
Total other income (expense) | (414) | (111) | (1,098) |
Net loss | $ (7,700) | $ (23,076) | $ (153,008) |
Weighted average number of common shares outstanding - basic | 19,450,000 | 19,200,000 | |
Net loss per share - basic | $ 0.0 | $ 0.0 |
RELATED PARTY TRANSACTIONS
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 7 - RELATED PARTY TRANSACTIONS On April 28, 2010, the Company issued an officer and director of the Company 1,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services of $10,000. On June 15, 2011, the Company authorized a bonus of $20,000 for the President of the Company. As of January 31, 2012, the entire amount was unpaid and is recorded to accrued payroll. |
WARRANTS AND OPTIONS
|
3 Months Ended |
---|---|
Jan. 31, 2012
|
|
WARRANTS AND OPTIONS [Abstract] | |
WARRANTS AND OPTIONS |
NOTE 6 - WARRANTS AND OPTIONS As of January 31, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock. |
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STOCKHOLDERS' EQUITY
|
3 Months Ended |
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Jan. 31, 2012
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STOCKHOLDERS EQUITY [Abstract] | |
STOCKHOLDERS EQUITY |
NOTE 5 - STOCKHOLDERS' EQUITY The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. Common Stock On April 28, 2010, the Company issued an officer and director of the Company 1,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services of $10,000. On October 13, 2010, the Company issued 7,200,000 shares of its common stock for cash of $74,500. The Company had 250,000 shares unissued valued at $2,500 in common stock payable. During March 2011, the Company issued the remaining 250,000 shares and reduced the entire balance of common stock payable. On October 13, 2010, the Company issued 1,000,000 shares of its common stock for subscriptions receivable of $10,000. The Company received $10,000 from the investor in November 2010. On October 13, 2010, the Company issued 10,000,000 shares of its common stock for property option valued at $100,000 based on the fair value of the common stock. On November 30, 2010, the Company received $10,000 from an investor and reduced the entire balance of subscriptions receivable balance for shares issued during October 2010. On March 11, 2011, the Company issued 250,000 shares of common stock to an investor for cash received during October 2010. Upon issuance of the shares, the Company reduced the entire balance of common stock payable. During the three months ended January 31, 2012, there have been no other issuances of common stock. |