10-QT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

☑  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

☑  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-54746

NOHO, INC.

(Exact name of registrant as specified in its charter)

Wyoming	27-2300669
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8340 E. Raintree Dr. Unit D Scottsdale, AZ	85260
(Address of principal executive offices)	(Zip Code)

(480) 306-7319

(Registrant’s telephone number, including area code)

Copies of Communications to:

Zouvas Law Group, PC

2368 Second Avenue

San Diego, CA 92101

(619) 955-6436

Fax (619) 955-6438

Indicate by check mark whether the issuer (1) 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 ☑    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 ☑    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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☑   No ☐

The number of shares of Common Stock, $0.001 par value, outstanding on May 16, 2013 was 15,902,438 shares.

NOHO, INC.

QUARTERLY PERIOD ENDED MARCH 31, 2013

Index to Quarterly Report on Form 10-Q

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T.	Controls and Procedures	16
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	Signatures	19

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Condensed Balance Sheets

	March 31,			October 31,
	2013			2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	12,332		$	727
Prepaid expenses		—			126
Notes receivable - related party		217,600			—
Total current assets		229,932			853
Total assets	$	229,932		$	853
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	3,073		$	—
Accrued interest payable		427			—
Related party loan		4,500			3,375
Notes payable, net		90,753			—
Total liabilities (all current)		98,753			3,375
Stockholders' deficit
Common stock, $0.001 par value, 760,000,000 shares authorized, 22,861,676 and 22,861,676 shares issued and outstanding as of March 31, 2013 and October 31, 2012, respectively		22,862			22,862
Common stock subscribed but not issued, $0.001 par value; 87,000 shares authorized; 87,000 and 0 shares subscribed but not issued As of March 31, 2013 and October 2012, respectively		87			—
Additional paid in capital		168,434			(10,940	)
Deficit accumulated during development stage		(60,204	)		(14,444	)
Total stockholders' deficit		131,179			(2,522	)
Total liabilities and stockholders' deficit	$	229,932		$	853

See accompanying notes to financial statements.

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Condensed Statements of Operations

(Unaudited)

			Period from
			September 30, 2011
	Five months ended March 31,		(inception) to
			March 31,
	2013	2012	2013
Revenue	$                  -	$                  -	$                        -
Expenses
Professional fees	41,865	7,513	55,448
General and administrative	2,697	93	3,558
Total expenses	44,562	7,606	59,006
Other Expense
Amortization of debenture account	(753)		(753)
Interest expense	(445)	—	(445)
Total other expenses	(1,198)	—	(1,198)
Net loss	$          (45,760)	$            (7,606)	$               (60,204)
Basic and diluted loss per common share	$             (0.00)	$             (0.00)
Weighted average shares outstanding	22,861,676	19,760,000

See accompanying notes to financial statements.

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Condensed Statements of Cash Flows

(Unaudited)

			Period of
			September 30, 2011
	Five months ended March 31,		(inception) to
			March 31,
	2013	2012	2013
Cash flows from operating activities
Net loss	$  (45,760)	$    (7,606)	$               (60,204)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization of debt discount	753	-	753
Changes in operating assets and liabilities:
Prepaid expense	126	33	-
Accounts payable	3,073	230	3,073
Accrued interest payable	427	-	427
Net cash used in operating activities	(41,381)	(7,343)	(55,951)
Cash flows from investing activities
Net cash from investing activities	-	-	-
Cash flows from financing activities
Payments for notes receivable - related party	(220,950)	-	(220,950)
Repayments for notes receivable - related party	3,350		3,350
Proceeds from related party loan	8,686	3,145	12,061
Proceeds from notes payable	100,000	-	100,000
Proceeds for issuance of stock, net of offering costs	161,900	-	173,822
Net cash provided by financing activities	52,986	3,145	68,283
Net decrease in cash	11,605	(4,198)	12,332
Cash at beginning of period	727	4,357	-
Cash at end of period	$    12,332	$        159	$                 12,332
Supplemental Cash Flow Information:
Cash paid for interest	$          -	$          -	$                        -
Cash paid for income taxes	$          -	$          -	$                        -
Non-cash investing and financing activities:
Debt forgiveness of related party	$    7,561	$          -	$      7,561
Debt discount – Shares issued with debenture	$  10,000	$          -	$    10,000

See accompanying notes to financial statements.

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Five Months Ended March 31, 2013 and 2012 and the

Period of September 30, 2011 (Inception) to March 31, 2013

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2013, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2012 audited financial statements.  The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the full years.

NOTE 2 – ORGANIZATION AND NATURE OF BUSINESS

On January 9, 2013, the Company amended its articles of incorporation and changed its name to Noho, Inc. The Company changed its business plan and is a distributor of a product named “NOHO” – The Hangover Defense™.

In March 2013, the Company changed its year end from October 31 to December 31.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Five Months Ended March 31, 2013 and 2012 and the

Period of September 30, 2011 (Inception) to March 31, 2013

NOTE 4 – NOTES PAYABLE

Notes payable consisted of the following as of

	March 31, 2013			October 31, 2012
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due September 2013	$	100,000		$	—
Debt discount		(9,247	)		—
	$	90,753		$	—

On March 18, 2013, the Company received $100,000 from an investor for the sale of 10 units. Each unit consists of a debenture of $10,000 and 500 shares of common stock. The debenture accrues interest at 12% per annum and a balloon payment of principal and accrued interest is due on September 18, 2013. In the event of default, the interest rate increases to 24% per annum and the Company will be required to monthly interest only payments. The fair value of the shares of common stock was valued at $10,000 and was recorded as a debt discount and will be amortized over the life of the loan. The Company issued 5,000 shares of common stock in April 2013.

During the five months ended March 31, 2013, the Company recorded interest expense totaling $427 and amortization of the debt discount totaling $753.

As of March 31, 2013, the balance in accrued interest payable was $427.

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company has 1,504,057 shares of common stock issued and outstanding as of October 31, 2012. Following a forward stock split on the basis of 15.2 to 1 effective January 16, 2013, there were 22,861,676 shares of common stock issued and outstanding.

All references in these financial statements to number of common shares and weighted number of common shares outstanding prior to 15.2 to 1 stock split on January 16, 2013 have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  An officer or resident agent of the corporation provides office services without charge.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest.  The Company has not formulated a policy for the resolution of such conflicts.  

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Five Months Ended March 31, 2013 and 2012 and the

Period of September 30, 2011 (Inception) to March 31, 2013

NOTE 6 – RELATED PARTY TRANSACTIONS (CONTINUED)

On January 4, 2013, the Company entered into a Distributor Agreement with an entity controlled by the President of the Company. Pursuant to the Agreement, the Company will have a non-exclusive right to distribute a product named “NOHO” – The Hangover Defense™. The term of the Agreement is for one year and allows the Company to use the NOHO trademarks solely in connection advertising, distribution, marketing, and sale of the product throughout certain territories. Payment terms will be 30 days net with 2% trade discount if paid within 30 days.

On February 8, 2013, the Company executed a revolving line of credit with Dolce Bevuto, Inc., an entity that is controlled by an officer of the Company. The Company agreed to loan to the related party up to $120,000. The loan is unsecured, due upon demand and bears interest at 0%. During May 2013, the limit was increased to $1,000,000. During the five months ended March 31, 2013, the Company loaned a total of $220,950 and received repayments totaling $3,350 to a related party. The related party is the entity that the Company merged with in April 2013.

During the five months ended March 31, 2013 the Company received loans from related parties totaling $8,726 to fund operations and repaid $40. These loans are non-interest bearing, due on demand and as such are included in current liabilities. During the five months ended March 31, 2013, the related parties agreed to forgive a total of $7,561 and were recorded to additional paid in capital. As of March 31, 2013, the balance in related party loans was $4,500. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this filing and determined the following events should be disclosed. 

On March 18, 2013, the Company entered into an acquisition agreement and plan of merger to acquire Dolce Bevuto, Inc., an entity that is controlled by the officer of the Company. Upon closing, the Company cancelled a total of 19,760,000 shares of common stock and issued 12,713,763 shares of common stock in exchange for 100% of the Dolce Bevuto, Inc. The closing occurred on April 1, 2013.

During April 2013, the Company issued a total of 82,000 shares of common stock for $164,000 in cash. The cash was received in February and March 2013 and was recorded to common stock subscription receivable. Additionally, the Company issued 5,000 shares of common stock as part of the sale of the debentures. See Note 4.

During April 2013, the Company received $75,000 from a shareholder of the Company, the terms of the transaction are being negotiated between the Company and the shareholder.

During April 2013, the Company loaned a total of $85,500 to Dolce Bevuto, Inc. as part of the line of credit. See Note 6.

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NOHO, INC.

(FORMERLY REALESTATE PATHWAYS, INC.)

(A Development Stage Enterprise)

Notes to Unaudited Financial Statements

For the Five Months Ended March 31, 2013 and 2012 and the

Period of September 30, 2011 (Inception) to March 31, 2013

NOTE 7 – SUBSEQUENT EVENTS (CONTINUED)

On April 17, 2013, the United States District Court for the Eastern District of North Carolina entered an Order Entering Default Judgment against Dolce Bevuto, Inc., a wholly owned subsidiary of the Company (“DB”), in favor of The Pantry, Inc. (the “Plaintiff”) in the matter of The Pantry, Inc. v. Dolce Bevuto, Inc, Civil Action No, 5:12-CV-00764. Plaintiff alleged that DB owed Plaintiff a total of $92,325 for accounts to be paid under a funding agreement entered into by and between DB and the Plaintiff. The Company intends to pursue all available remedies, at law and in equity, to appropriately respond to the Court’s order.

On May 10, 2013, the Company and Dolce Bevuto, Inc. agreed to increase the revolving line of credit to $1,000,000. See Note 6.

End of Notes to Financial Statements.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report contains “forward-looking statements”.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made.  Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:
 

• our current lack of working capital;
• inability to raise additional financing;
• the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
• deterioration in general or regional economic conditions;
• adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
• inability to efficiently manage our operations;
• inability to achieve future sales levels or other operating results; and
• the unavailability of funds for capital expenditures.

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For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this Quarterly Report.

Throughout this Quarterly Report references to “we”, “our”, “us”, “NOHO”, “the Company”, and similar terms refer to NOHO, Inc.

  OVERVIEW AND OUTLOOK

The Company was incorporated in the State of Wyoming on September 30, 2011 under the name RealEstate Pathways, Inc. On March 9, 2012 our registration statement filed on Form S-1 was deemed effective, registering 3,000,000 common shares at a fixed price of $0.04 per share.

On December 17, 2012, Eric K. Lindberg submitted his letter of resignation from his position as President and Director of the Company. The resignation was accepted by the Company on December 17, 2012.

On December 17, 2012, in connection with resignation of Eric K. Linberg, the Board of Directors unanimously appointed Mr. John “Jay” Grdina to serve as the President, CEO, and Director of the Company.

On December 17, 2012, in connection with resignation of Karin du Plooy the Board of Directors unanimously appointed Mr. Sean Stephenson to serve as the Secretary and Treasurer of the Registrant.

On December 17, 2012, Karin du Plooy submitted her letter of resignation from her position as Secretary of the Company. The resignation was accepted by the Company on December 17, 2012.

On December 31, 2012, the Company effectuated a 15.2 to 1 forward split of the Company’s common stock issued and unissued common stock as of January 16, 2013, the record date. Immediately after the forward split, the number of shares issued and outstanding increased to 22,861,676. The number of authorized shares increased from 50,000,000 to 760,000,000 common shares.

On January 4, 2013, the Company entered into a Distributor Agreement (the “Agreement”) with Dolce Bevuto, Inc., a Nevada corporation (formerly Dolce Bevuto, LLC, a California limited liability company). Pursuant to the Agreement, the Company obtained the non-exclusive right to distribute a product named “NOHO®” – The Hangover Defense®. The term of the Agreement is for one year and allows the Company to use the NOHO® trademarks solely in connection advertising, distribution, marketing, and sale of the product throughout certain territories.

12

On January 9, 2013, the Company changed its name from RealEstate Pathways, Inc. to NOHO, Inc. The amendment occurred as a result of our stockholders approving the amendment at the 2012 Annual Meeting of Stockholders and a subsequent vote by the Board of Directors.

On January 31, 2013, the trading symbol for the Company’s common stock, which is quoted on the OTC:QB, was changed from REPW to HANG. Subsequently, on February 21, 2013, the trading symbol for the Company’s common stock was changed from HANG to DRNK.

On March 18, 2013, the Company entered into an Acquisition Agreement and Plan of Merger by and among, Dolce Sub Co, a Nevada corporation and wholly owned subsidiary of Company, (“Sub Co”) and Dolce Bevuto, Inc., a Nevada corporation (“DB”); DB and Sub Co being the constituent entities in the Merger. The Company issued 12,713,763 shares of its Rule 144 restricted common stock in exchange for 100% of DB’s issued and outstanding stock. Pursuant to the terms of the Merger, Sub co merged with DB and Sub Co ceased to exist; DB become a wholly owned-subsidiary of the Company. The Merger, which closed on April 1, 2013, provided the Company with the ownership of 100% of DB.

The Business of the Company

Pursuant to the Distributor Agreement executed on January 4, 2013 with DB, the Company has the non-exclusive right to distribute “NOHO®” – The Hangover Defense® for one year. The Company intends to begin generating revenues by marketing and selling the product in certain territories. However, the Company can make no guarantees of such.

Upon Closing of the Merger, we changed our business focus to distributing the NOHO product. NOHO develops, markets, sells and distributes a functional lifestyle beverage category product named “NOHO®” – The Hangover Defense®. Additionally, we recently launched NoHo® Gold an 8.4 oz premium lifestyle beverage.

Our flagship product “NOHO®” – The Hangover Defense® (“NOHO”) is a dietary supplement, taken before or during the consumption of alcohol that may help to prevent the symptoms associated with a hangover. NOHO was formulated by a Doctor of Pharmacy and comes in a 2 ounce “shot” that can be consumed on a stand-alone basis or as a mixer available in an 8.4 ounce that can be consumed by itself or mixed with an alcoholic drink. It is recommended that the 2 ounce shot be taken as the first and last shot of the night, while the mixer can be consumed alone or mixed with subsequent drinks. NOHO has a refreshing flavor, containing no caffeine or stimulants. Although the method by which NOHO works has not been confirmed through clinical testing, field tests conducted throughout the country have demonstrated NOHO’s effectiveness. NOHO is intended to replenish common electrolytes and trace elements lost by alcohol consumption.

NoHo Hangover Defense is a functional lifestyle beverage. “Functional lifestyle” beverages are beverages that have a specific function. Functions include relaxation, health, weight management, digestion aid, alertness, detoxification, and joint health. The functional lifestyle beverage category includes relaxation drinks, and ready-to-drink (RTD) teas and coffees. Functional beverages play an important role in our everyday lives. They help keep us hydrated, prevent and help address health conditions, or simply contribute to our overall nutritional well-being. These beverages include functional ingredients such as nutrients (vitamins, minerals, amino acids, nutraceuticals, etc.), zero-calories sweeteners and stabilizers. The functional beverage market has steadily increased over the past decade and is predicted to continue to increase in growth.

The NoHo Gold Premium Lifestyle Beverage is currently being developed and marketed as a refreshingly healthy beverage that can be enjoyed day and night. NoHo Gold is currently offered to and sold in some of the most exclusive “On Premise” bar and club venues in the United States including the Fontainebleau Hotel, LIV nightclub, Story Nightclub, Day Light, Light, Fluxx, Heist, The Mid, Greenhouse, The Opium Group properties, and many others. NoHo Gold is a healthy mixer alternative to be consumed in the vast social day and night lives of America and around the world.

We believe that our products will change the way we think about alcoholic beverage consumption. Our NoHo Gold Premium Lifestyle Beverage fills a unique niche in the market and, coupled with our relationships with major bar and club venues in the United States, has the potential to revolutionize the industry. We are in the early stages of expanding our customer base and maximizing the breadth of our distribution. We believe there is a significant opportunity to further enhance the value we deliver to clients and users. Key elements of our strategy are based on developing a high quality product and attaining high volume distribution through an aggressive marketing campaign. By raising funds through this private offering, we plan to enhance the reach of our current offerings, branch out into the public sector, and form strategic alliances to grow our Company and enhance our market share.

To date, NOHO is in over 20,000 retail outlets in America and available in 6 countries.

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Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The Company is currently contemplating an offering of its equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

RESULTS OF OPERATIONS

In the five months ended March 31, 2013 and March 31, 2012, we did not generate any revenues.

Operating expenses during the five months ended March 31, 2013 were $44,562. $41,865 of which was professional fees associated with legal and accounting expenses and the remaining $2,697 was related to general and administrative costs. In comparison, operating expenses for the five months ended March 31, 2012 were $7,606, of which $7,513 was in professional fees and the remaining $93 was related to general and administrative costs. The increase in professional fees is due to increased legal work.

Liquidity and Capital Resources

As of March 31, 2013, we had $12,332 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock, unsecured lines of credit and limited revenues.

The following table summarizes total current assets, total current liabilities and working capital at March 31, 2013 compared to March 31, 2012.

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	March 31, 2013		October 31, 2012			Increase / (Decrease) $
Current Assets	$	229,932	$	853		$	229,079
Current Liabilities	$	98,753	$	3,375		$	95,378
Working Capital (deficit)	$	131,179	$	(2,522	)	$	133,701

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations but there is no assurance that this will happen.

Since inception, we have financed our cash flow requirements through issuance of common stock, and lines of credit. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

We anticipate that we will incur operating losses in the next twelve months. Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, develop a customer base, develop our marketing strategy, continually develop and upgrade our website, provide, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 Operating activities

Net cash used in operating activities was $41,381 for the five months ended March 31, 2013, as compared to $7,343 used in operating activities from for the five months ended March 31, 2012. The increase in net cash used in operating activities was primarily due to an increase in professional fees, as a result of increased legal work.

Investing activities

Net cash used in investing activities was $0 for the five months ended March 31, 2013 as compared to $0 used in investing activities for the same period in 2012.

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Financing activities

Net cash provided by financing activities for the five months ended March 31, 2013 was $52,986, as compared to $3,145 for the same period of 2012. The increase of net cash provided by financing activities was mainly attributable to capital provided through previously executed line of credit and related party loans.

On February 8, 2013, the Company executed a revolving line of credit with Dolce Bevuto, Inc., an entity that is controlled by an officer of the Company. The Company agreed to loan to the related party up to $120,000. The loan is unsecured, due upon demand and bears interest at 0%. During May 2013, the limit was increased to $1,000,000. During the five months ended March 31, 2013, the Company loaned a total of $220,950 and received repayments totaling $3,350 to a related party. The related party is the entity that the Company merged with in April 2013.

During the five months ended March 31, 2013 the Company received loans from related parties totaling $8,726 to fund operations and repaid $40. These loans are non-interest bearing, due on demand and as such are included in current liabilities. During the five months ended March 31, 2013, the related parties agreed to forgive a total of $7,561 and were recorded to additional paid in capital. As of March 31, 2013, the balance in related party loans was $4,500. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole.

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, finalization and launch of our website, implementation of our strategy to expand our sales and marketing initiatives, increase brand and services awareness. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

  Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item is not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer, John Grdina, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are designed to operate at a reasonable assurance level which is effective in providing reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

16

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

On April 17, 2013, the United States District Court for the Eastern District of North Carolina entered an Order Entering Default Judgment against Dolce Bevuto, LLC, a wholly owned subsidiary of the Company (“DB”), in favor of The Pantry, Inc. (the “Plaintiff”) in the matter of The Pantry, Inc. v. Dolce Bevuto, LLC, Civil Action No, 5:12-CV-00764. Plaintiff alleged that DB owed Plaintiff a total of $92,325 for accounts to be paid under a funding agreement entered into by and between DB and the Plaintiff. The Company intends to pursue all available remedies, at law and in equity, to appropriately respond to the Court’s order.

Other than stated herein, we know of no material, existing or pending legal proceedings against the Company or its subsidiaries, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the month ended February 28, 2013, we sold 44,500 shares of common stock for cash totaling $89,000 to several accredited investors, all of which was paid in cash. As of the date of this filing, none of these shares have been issued.

During March 2013, we sold 37,500 shares of common stock for cash totaling $75,000 to an accredited investor, which was paid in cash. As of the date of this filing, none of these shares have been issued.

During March 2013, the Company sold 10 units for a total of $100,000.  Each unit consists of $10,000 in debentures and 500 shares of common stock.  The debentures bear interest at 1% per month and a balloon payment of principal and accrued interest is due in six months.  In the event of default, the interest rate increases to 2% per month.  As of the date of this filing, none of these shares have been issued.

During the month ended April 30, 2013, we sold 12,500 shares of common stock for cash totaling $25,000 to one accredited investor, all of which was paid in cash. As of the date of this filing, none of these shares have been issued.

We believe that the issuance and sale of the above securities were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2), Regulation D and/or Regulation S. The securities were issued directly by us and did not involve a public offering or general solicitation. The recipient of the securities was afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make her investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to issuing the securities, had such knowledge and experience in our financial and business matters that she was capable of evaluating the merits and risks of its investment. The recipient had the opportunity to speak with our management on several occasions prior to her investment decision. There were no commissions paid on the issuance and sale of the shares.

Issuer Purchases of Equity Securities.

We did not repurchase any of our equity securities from the time of our inception through the period ended March 31, 2013.

17

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

18

SIGNATURE

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.

	NOHO, INC.
Date: May 20, 2013	By:	/s/ John Grdina
		John Grdina
		President, (Principal Executive Officer and duly authorized signatory)

19

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John Grdina certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NOHO, Inc. (the “Company”);

2. 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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented ire this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’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

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. 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 Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 20, 2013	/S/ John Grdina
	John Grdina
	Principal Executive Officer
	and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NOHO, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Grdina, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 20, 2013	/S/ John Grdina
	John Grdina
	Principal Executive Officer
	and Principal Financial Officer

XML

NOTES PAYABLE

5 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

Notes payable consisted of the following as of

	March 31, 2013			October 31, 2012
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due September 2013	$	100,000		$	—
Debt discount		(9,247	)		—
	$	90,753		$	—

On March 18, 2013, the Company received $100,000 from an investor for the sale of 10 units. Each unit consists of a debenture of $10,000 and 500 shares of common stock. The debenture accrues interest at 12% per annum and a balloon payment of principal and accrued interest is due on September 18, 2013. In the event of default, the interest rate increases to 24% per annum. The fair value of the shares of common stock was valued at $10,000 and was recorded as a debt discount and will be amortized over the life of the loan. The Company issued 5,000 shares of common stock in April 2013.

During the five months ended March 31, 2013, the Company recorded interest expense totaling $427 and amortization of the debt discount totaling $753.

As of March 31, 2013, the balance in accrued interest payable was $427.

XML

GOING CONCERN

5 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

Condensed Balance Sheets (Unaudited) (USD $)	Mar. 31, 2013	Oct. 31, 2012
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 12,332	$ 727
Prepaid expenses		126
Notes receivable - related party	217,600
Total current assets	229,932	853
Total assets	229,932	853
Accounts payable	3,073
Accrued interest payable	427
Related party loan	4,500	3,375
Notes payable, net	90,753
Total liabilities (all current)	98,753	3,375
Common stock, $0.001 par value, 760,000,000 shares authorized, 22,861,676 and 22,861,676 shares issued and outstanding as of March 31, 2013 and October 31, 2012, respectively	22,862	22,862
Common stock subscribed but not issued, $0.001 par value; 87,000 shares authorized; 87,000 and 0 shares subscribed but not issued as of March 31, 2013 and October 2012, respectively	87
Additional paid in capital	168,434	(10,940)
Deficit accumulated during development stage	(60,204)	(14,444)
Total stockholders' deficit	131,179	(2,522)
Total liabilities and stockholders' deficit	$ 229,932	$ 853

XML

CONDENSED FINANCIAL STATEMENTS

5 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONDENSED FINANCIAL STATEMENTS

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2013, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2012 audited financial statements.  The results of operations for the period ended March 31, 2013 are not necessarily indicative of the operating results for the full years.

XML

ORGANIZATION AND NATURE OF BUSINESS

5 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 2 – ORGANIZATION AND NATURE OF BUSINESS

On January 9, 2013, the Company amended its articles of incorporation and changed its name to Noho, Inc. The Company changed its business plan and is a distributor of a product named “NOHO” – The Hangover Defense™.

In March 2013, the Company changed its year end from October 31 to December 31.

XML

Condensed Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Oct. 31, 2012
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	760,000,000	760,000,000
Common stock, shares issued	22,861,676	22,861,676
Common stock, shares outstanding	22,861,676	22,861,676

XML

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	5 Months Ended
	Mar. 31, 2013	Feb. 08, 2013
Related Party Transactions [Abstract]
Amount loaned to related party		$ 1,000,000
Total amount loaned	220,950
Repayments on loans received	3,350
Loans received from related parties	8,726
Amount repaid on note payable	40
Forgiveness of debt	$ 7,561

XML

Document and Entity Information	5 Months Ended
	Mar. 31, 2013	May 16, 2013
Document And Entity Information
Entity Registrant Name	NOHO, Inc.
Entity Central Index Key	0001535469
Document Type	10-QT
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,902,438
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

XML

SUBSEQUENT EVENTS (Details Narrative) (USD $)	1 Months Ended
	Apr. 30, 2013	Mar. 31, 2013
Subsequent Events [Abstract]
Common stock issued for acquisition		12,713,763
Interest acquired in business exchange		100.00%
Common stock issued for cash	82,000
Proceeds from sale of common stock	$ 164,000
Proceeds from short term debt	75,000
Note receivable related party	$ 85,500

XML

Condensed Statements of Operations (Unaudited) (USD $)	5 Months Ended		18 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Income Statement [Abstract]
Revenue
Professional fees	41,865	7,513	55,448
General and administrative	2,697	93	3,558
Total expenses	44,562	7,606	59,006
Amortization of debenture account	(753)		(753)
Interest expense	(445)		(445)
Total other expenses	(1,198)		(1,198)
Net loss	$ (45,760)	$ (7,606)	$ (60,204)
Basic and diluted loss per common share	$ 0.00	$ 0.00
Weighted average shares outstanding	22,861,676	19,760,000

XML

SUBSEQUENT EVENTS

5 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this filing and determined the following events should be disclosed. 

On March 18, 2013, the Company entered into an acquisition agreement and plan of merger to acquire Dolce Bevuto, Inc., an entity that is controlled by the officer of the Company. Upon closing, the Company cancelled a total of 19,760,000 shares of common stock and issued 12,713,763 shares of common stock in exchange for 100% of the Dolce Bevuto, Inc. The closing occurred on April 1, 2013.

During April 2013, the Company issued a total of 82,000 shares of common stock for $164,000 in cash. The cash was received in February and March 2013 and was recorded to common stock payable. Additionally, the Company issued 5,000 shares of common stock as part of the sale of the debentures. See Note 4.

During April 2013, the Company received $75,000 from Optimum Holdings as a short term loan.

During April 2013, the Company loaned a total of $85,500 to Dolce Bevuto, Inc. as part of the line of credit. See Note 6.

On April 17, 2013, the United States District Court for the Eastern District of North Carolina entered an Order Entering Default Judgment against Dolce Bevuto, LLC, a wholly owned subsidiary of the Company (“DB”), in favor of The Pantry, Inc. (the “Plaintiff”) in the matter of The Pantry, Inc. v. Dolce Bevuto, LLC, Civil Action No, 5:12-CV-00764. Plaintiff alleged that DB owed Plaintiff a total of $92,325 for accounts to be paid under a funding agreement entered into by and between DB and the Plaintiff. The Company intends to pursue all available remedies, at law and in equity, to appropriately respond to the Court’s order.

On May 10, 2013, the Company and Dolce Bevuto, Inc. agreed to increase the revolving line of credit to $1,000,000. See Note 6.

XML

RELATED PARTY TRANSACTIONS

5 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  An officer or resident agent of the corporation provides office services without charge.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest.  The Company has not formulated a policy for the resolution of such conflicts.

On January 4, 2013, the Company entered into a Distributor Agreement with an entity controlled by the President of the Company. Pursuant to the Agreement, the Company will have a non-exclusive right to distribute a product named “NOHO” – The Hangover Defense™. The term of the Agreement is for one year and allows the Company to use the NOHO trademarks solely in connection advertising, distribution, marketing, and sale of the product throughout certain territories. Payment terms will be 30 days net with 2% trade discount if paid within 30 days.

On February 8, 2013, the Company executed a revolving line of credit with Dolce Bevuto, Inc., an entity that is controlled by an officer of the Company. The Company agreed to loan to the related party up to $1,000,000. The loan is unsecured, due upon demand and bears interest at 0%. During the five months ended March 31, 2013, the Company loaned a total of $220,950 and received repayments totaling $3,350 to a related party. The related party is the entity that the Company merged with in April 2013.

During the five months ended March 31, 2013 the Company received loans from related parties totaling $8,726 to fund operations and repaid $40. These loans are non-interest bearing, due on demand and as such are included in current liabilities. During the five months ended March 31, 2013, the related parties agreed to forgive a total of $7,561 and were recorded to additional paid in capital. As of March 31, 2013, the balance in related party loans was $4,500. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole.

XML

NOTES PAYABLE (Details Narrative) (USD $)	1 Months Ended	5 Months Ended		18 Months Ended
	Apr. 30, 2013	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 18, 2013
Debt Disclosure [Abstract]
Proceeds from notes payable					$ 100,000
Common stock sold per unit					500
Fair value of common stock issued					10,000
Common stock issued	5,000
Interest expense		427
Amortization of debt discount		753		753
Accrued interest payable		$ 427		$ 427

XML

NOTES PAYABLE (Tables)

5 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule of Notes payable

	March 31, 2013			October 31, 2012
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due September 2013	$	100,000		$	—
Debt discount		(9,247	)		—
	$	90,753		$	—

XML

NOTES PAYABLE - Schedule of Notes payable (Details) (USD $)	Mar. 31, 2013	Oct. 31, 2012
Debt Disclosure [Abstract]
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due September 2013	$ 100,000
Debt discount	(9,247)
Total notes payable	$ 90,753

XML

STOCKHOLDERS EQUITY (Details Narrative)	1 Months Ended
	Jan. 31, 2013	Mar. 31, 2013	Oct. 31, 2012
Equity [Abstract]
Common stock issued and outstanding			1,504,057
Forward stock split	15.2:1
Common stock issued and outstanding after forward stock split		22,861,676	22,861,676

XML

Condensed Statements of Cash Flows (Unaudited) (USD $)	5 Months Ended		18 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Statement of Cash Flows [Abstract]
Net loss	$ (45,760)	$ (7,606)	$ (60,204)
Amortization of debt discount	753		753
Prepaid expense	126	33
Accounts payable	3,073	230	3,073
Accrued interest payable	427		427
Net cash used in operating activities	(41,381)	(7,343)	(55,951)
Net cash from investing activities
Payments for notes receivable - related party	(220,950)		(220,950)
Repayments for notes receivable - related party	3,350		3,350
Proceeds from related party loan	8,686	3,145	12,061
Proceeds from notes payable	100,000		100,000
Proceeds for issuance of stock, net of offering costs	161,900		173,822
Net cash provided by financing activities	52,986	3,145	68,283
Net decrease in cash	11,605	(4,198)	12,332
Cash at beginning of period	727	4,357
Cash at end of period	12,332	159	12,332
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Debt forgiveness of related party	7,561		7,561
Debt discount - Shares issued with debenture	$ 10,000		$ 10,000

XML

STOCKHOLDERS EQUITY

5 Months Ended

Mar. 31, 2013

Equity [Abstract]

STOCKHOLDERS EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company has 1,504,057 shares of common stock issued and outstanding as of October 31, 2012. Following a forward stock split on the basis of 15.2 to 1 effective January 16, 2013, there were 22,861,676 shares of common stock issued and outstanding.

All references in these financial statements to number of common shares and weighted number of common shares outstanding prior to 15.2 to 1 stock split on January 16, 2013 have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted.