10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2012
	or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to _________

Commission File Number: 333-172685

CHARLIE GPS INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	27-4387595 (I.R.S. Employer Identification No.)
101 Ridge Rd
North Arlington NJ	07031
(Address of principal executive offices)	(Zip Code)

(201) 401-4237

(Registrant’s telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      x     No      ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      x     No      ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No  x

There were 10,400,000 shares of the registrant’s common stock, $0.001 par value, outstanding as of August 17, 2012.

EXPLANATORY NOTE

Charlie GPS Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 (“Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2012. The Company is filing this Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the unaudited condensed financial statements and related footnotes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). Except as described above, no other changes have been made to the Form 10-Q, and this Form 10-Q/A does not modify or update any other information in the Form 10-Q. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time the Form 10-Q was filed. Among other things, forward-looking statements made in the Form 10-Q have not been updated or revised to reflect events, results or developments that have occurred, or facts that have become known to the Company after the date of the Form 10-Q, and such forward-looking statements should be read in their historical context. This Form 10-Q/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the Form 10-Q, including any amendments to those filings. New certifications by the Company’s principal executive officer and principal accounting officer are not required to be filed or furnished with this Form 10-Q/A.

Item 6. Exhibits

Exhibit Number	Description of Exhibits
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 333-172685), filed with the SEC on August 21, 2012, Exhibit 31.1)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 333-172685), filed with the SEC on August 21, 2012, Exhibit 31.2)
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Previously furnished as Exhibit 32.1 to the Quarterly Report on Form 10-Q (File No. 333-172685), filed with the SEC on August 21, 2012)
101.INS	XBRL Instance Document (#)
101.SCH	XBRL Schema Document (#)
101.CAL	XBRL Calculation Linkbase Document (#)
101.DEF	XBRL Definition Linkbase Document (#)
101.LAB	XBRL Labels Linkbase Document (#)
101.PRE	XBRL Presentation Linkbase Document (#)

(#) Submitted electronically with this Form 10-Q/A. This information in this Form 10-Q/A furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHARLIE GPS INC.
Dated: September 13, 2012	By:	/s/ Jarnes Khorozian
	Name: Title:	Jarnes Khorozian President, Chief Executive Officer and Chief Financial Officer (Principal Financial Officer)

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Changes in Stockholders' Equity (Deficit) (Detail Textuals) (USD $)	1 Months Ended	3 Months Ended	13 Months Ended
	Dec. 29, 2010	Sep. 12, 2011	Dec. 31, 2011	Jun. 30, 2012
Common Stock, Shares Authorized			75,000,000	75,000,000
Common Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001
Stock Issued During Period, Shares, Issued for Cash	8,000,000	2,400,000	10,400,000
Share Price	$ 0.001
Stock Issued During Period, Value, Issued for Cash	$ 8,000	$ 24,000	$ 32,000

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2012

Disclosure Text Block Supplement [Abstract]

Financial Instruments Disclosure [Text Block]

Note 4 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at November 29, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and December 31, 2011:

		Fair Value Measurements at June 30, 2012
		Level 1		Level 2		Level 3
Assets
None	$	-	$	-	$	-
Total assets		-		-		-
Liabilities
None		-		-		-
Total liabilities		-		-		-
	$	-	$	-	$	-
		Fair Value Measurements at December 31, 2011
		Level 1		Level 2		Level 3
Assets
None	$	-	$	-	$	-
Total assets		-		-		-
Liabilities
None		-		-		-
Total liabilities		-		-		-
	$	-	$	-	$	-

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Related Parties

6 Months Ended

Jun. 30, 2012

Loans and Leases Receivable, Related Parties Disclosure [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 3 – Related Parties

At various dates through June 30, 2012, the Company received unsecured, non-interest bearing loans totaling $3,141, due on demand from the Company’s Chief Executive Officer. These loans were forgiven on June 30, 2012 and contributed as capital.

Interest has been imputed using the Company’s estimated borrowing rate of 8% per annum. Estimated interest expense of $50 and $0 has been recognized during the six months ended June 30, 2012 and 2011, respectively.

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BALANCE SHEETS (USD $)	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash	$ 241	$ 4,532
Prepaid expenses	507	5,507
Inventory	1,258	1,258
Total current assets	2,006	11,297
Total assets	2,006	11,297
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable	100	100
Notes payable, related party	0	1,141
Total current liabilities	100	1,241
Stockholders' equity (deficit):
Common stock, $0.001 par value, 75,000,000 shares authorized, 10,400,000 shares issued and outstanding	10,400	10,400
Additional Paid in Capital	26,441	23,250
(Deficit) accumulated during development stage	(34,935)	(23,594)
Total stockholders' equity (deficit)	1,906	10,056
Total liabilities and stockholders' equity (deficit)	$ 2,006	$ 11,297

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Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Business Description and Accounting Policies [Abstract]

Business Description and Accounting Policies [Text Block]

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Charlie GPS Inc. (the “Company”, “we”, “us” or “our”) was incorporated in the state of Nevada on November 29, 2010 (“Inception”). The Company is in the GPS tracking system business.

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.

Development Stage Company

The Company is currently considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. 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.

Inventory

The Company uses the first-in first-out inventory method, stated at lower of cost or market. Regardless of which physical units are actually sold, this approach always values inventory by assuming that products that enter inventory later are the items that remain in inventory. The Company’s inventory solely consists of GPS units that are considered finished goods.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.The Company had no items that required fair value measurement on a recurring basis.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at November 29, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for the six months ended June 30, 2012 and 2011.

Revenue Recognition

The Company recognizes service revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $0 for the six months ended June 30, 2012 and 2011.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The adoption of ASU 2011-02 did not have a material impact on the Company’s financial position or results of operations.

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Fair Value of Financial Instruments (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Inputs, Level 1 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	$ 0	$ 0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 2 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	0	0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	0	0
Fair Value, Inputs, Level 3 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	0	0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	0	0
None Fair Value [Member] | Fair Value, Inputs, Level 1 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	0	0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	0	0
None Fair Value [Member] | Fair Value, Inputs, Level 2 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	0	0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	0	0
None Fair Value [Member] | Fair Value, Inputs, Level 3 [Member]
ASSETS
Assets, Fair Value Disclosure, Nonrecurring	0	0
Liabilities [Abstract]
Liabilities, Fair Value Disclosure, Nonrecurring	$ 0	$ 0

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Notes Payable, Related Parties (Detail Textuals) (USD $)	6 Months Ended		19 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Proceeds from notes payable, related party	$ 2,000	$ 1,650	$ 4,791
Chief Executive Officer [Member]
Proceeds from notes payable, related party	$ 3,141

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Going Concern

6 Months Ended

Jun. 30, 2012

Going Concern [Abstract]

Going Concern [Text Block]

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues, and incurred net losses from operations resulting in an accumulated deficit of $34,935 as of June 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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BALANCE SHEETS [PARENTHETICAL] (USD $)	Jun. 30, 2012	Dec. 31, 2011
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares, Issued	10,400,000	10,400,000
Common Stock, Shares, Outstanding	10,400,000	10,400,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001

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Inventory (Tables)

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

As of June 30, 2012 and December 31, 2011 inventory consisted of the following:

	June 30,		December 31,
	2012		2011
Finished goods, GPS units	$	1,258	$	1,258

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 17, 2012
Document and Entity Information
Entity Registrant Name	Charlie GPS Inc
Entity Central Index Key	0001509351
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	CGPS
Entity Common Stock, Shares Outstanding		10,400,000
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Entity Current Reporting Status	No
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2012

Income Tax Expense (Benefit) [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of the Company’s deferred tax asset are as follows:

	June 30,			December 31,
	2012			2011
Deferred tax assets:
Net operating loss carry forwards	$	34,935		$	23,594
Net deferred tax assets before valuation allowance		12,225			8,260
Less: Valuation allowance		(12,225	)		(8,260	)
Net deferred tax assets	$	-		$	-

Schedule Of Effective Income Tax Rate Reconciliation [Table Text Block]

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	June 30,			December 31,
	2012			2011
Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	%)		(35	%)

XML

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		19 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
Revenue	$ 0	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	5,100	2,162	11,291	8,652	34,885
Total operating expenses	5,100	2,162	11,291	8,652	34,885
Net operating loss	(5,100)	(2,162)	(11,291)	(8,652)	(34,885)
Other income (expense):
Interest expense	(50)	0	(50)	0	(50)
Net loss	$ (5,150)	$ (2,162)	$ (11,341)	$ (8,652)	$ (34,935)
Weighted average number of common shares outstanding - basic and fully diluted (in shares)	10,400,000	8,016,484	10,400,000	8,008,287
Net (loss) per share - basic and fully diluted (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00

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Changes in Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 7 – Changes in Stockholders’ Equity (Deficit)

The Company has authorized 75,000,000 shares of $0.001 par value common stock.

Common Stock

On December 29, 2010, the Company sold 8,000,000 shares of stock at a price of $0.001 per share to its sole Director, for total proceeds of $8,000.

During the period from June 23, 2011 to September 12, 2011 the Company sold 2,400,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $24,000.

During the period from November 29, 2010 (Inception) to December 31, 2011 the Company sold 10,400,000 shares of common stock for total cash proceeds of $32,000.

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Notes Payable, Related Parties

6 Months Ended

Jun. 30, 2012

Notes Payable Related Parties Disclosure [Abstract]

Notes Payable Related Parties Disclosure [Text Block]

Note 6 – Notes Payable, Related Parties

At various dates through June 30, 2012, the Company received unsecured, non-interest bearing loans totaling $3,141, due on demand from the Company’s Chief Executive Officer.

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Inventory (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Finished goods, GPS units	$ 1,258	$ 1,258

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Nature of Business and Significant Accounting Policies (Detail Textuals) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Advertising Expense	$ 0	$ 0

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Nature of Business and Significant Accounting Policies (Polices)

6 Months Ended

Jun. 30, 2012

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. 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.

Inventory, Policy [Policy Text Block]

Inventory

The Company uses the first-in first-out inventory method, stated at lower of cost or market. Regardless of which physical units are actually sold, this approach always values inventory by assuming that products that enter inventory later are the items that remain in inventory. The Company’s inventory solely consists of GPS units that are considered finished goods.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.The Company had no items that required fair value measurement on a recurring basis.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at November 29, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for the six months ended June 30, 2012 and 2011.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company recognizes service revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising Costs, Policy [Policy Text Block]

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $0 for the six months ended June 30, 2012 and 2011.

Income Tax, Policy [Policy Text Block]

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Income Tax Uncertainties, Policy [Policy Text Block]

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The adoption of ASU 2011-02 did not have a material impact on the Company’s financial position or results of operations.

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DisclosureIncomeTaxes

6 Months Ended

Jun. 30, 2012

Income Taxes

Income Tax Disclosure [Text Block]

Note 8 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the six months ended June 30, 2012 and the year ended December 31, 2011, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At June 30, 2012, the Company had approximately $34,935 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025.

The components of the Company’s deferred tax asset are as follows:

	June 30,			December 31,
	2012			2011
Deferred tax assets:
Net operating loss carry forwards	$	34,935		$	23,594
Net deferred tax assets before valuation allowance		12,225			8,260
Less: Valuation allowance		(12,225	)		(8,260	)
Net deferred tax assets	$	-		$	-

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2012 and December 31, 2011, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	June 30,			December 31,
	2012			2011
Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	%)		(35	%)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 9 – Subsequent Events

The Company has evaluated subsequent events from June 30, 2012 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value, Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Abstract]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and December 31, 2011:

		Fair Value Measurements at June 30, 2012
		Level 1		Level 2		Level 3
Assets
None	$	-	$	-	$	-
Total assets		-		-		-
Liabilities
None		-		-		-
Total liabilities		-		-		-
	$	-	$	-	$	-
		Fair Value Measurements at December 31, 2011
		Level 1		Level 2		Level 3
Assets
None	$	-	$	-	$	-
Total assets		-		-		-
Liabilities
None		-		-		-
Total liabilities		-		-		-
	$	-	$	-	$	-

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Related Parties (Detail Textuals) (USD $)	6 Months Ended		12 Months Ended	19 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2012
Proceeds from notes payable, related party	$ 2,000	$ 1,650		$ 4,791
Debt Instrument, Interest Rate During Period			8.00%
Imputed interest on non-interest bearing related party loans	50	0
Chief Executive Officer [Member]
Proceeds from notes payable, related party	$ 3,141

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Income Taxes (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Deferred tax assets:
Net operating loss carry forwards	$ 34,935	$ 23,594
Net deferred tax assets before valuation allowance	12,225	8,260
Less: Valuation allowance	(12,225)	(8,260)
Net deferred tax assets	$ 0	$ 0

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STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended		19 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (11,341)	$ (8,652)	$ (34,935)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on non-interest bearing related party loans	50	0	50
Decrease (increase) in assets:
Prepaid expenses	5,000	0	(507)
Inventories	0	(1,258)	(1,258)
Increase (decrease) in liabilities:
Accounts payable	0	0	100
Net cash used in operating activities	(6,291)	(9,910)	(36,550)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, related party	2,000	1,650	4,791
Proceeds from the sale of common stock	0	2,000	32,000
Net cash provided by financing activities	2,000	2,000	36,791
NET CHANGE IN CASH	(4,291)	(7,910)	241
CASH AT BEGINNING OF PERIOD	4,532	8,000	0
CASH AT END OF PERIOD	241	1,740	241
SUPPLEMENTAL INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contributed capital from the forgiveness of debt, related party	$ 3,141	$ 0

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Inventory

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 5 – Inventory

As of June 30, 2012 and December 31, 2011 inventory consisted of the following:

	June 30,		December 31,
	2012		2011
Finished goods, GPS units	$	1,258	$	1,258

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Income Taxes (Details 1) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Federal and state statutory rate	35.00%	35.00%
Change in valuation allowance on deferred tax assets	$ (35.00%)	$ (35.00%)

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Going Concern (Details Textuals) (USD $)	Jun. 30, 2012	Dec. 31, 2011
(Deficit) accumulated during development stage	$ 34,935	$ 23,594