x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada
|
N/A
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
6110 Coxswain Crescent
Toronto, ON, Canada
|
L5V-2Z8
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
||
Non-accelerated filer
|
¨ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
x
|
Class
|
Shares outstanding as of August 12, 2013
|
|
Common stock, $.001 par value
|
5,000,000
|
PART I – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements (Unaudited).
|
1
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
2
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
4
|
Item 4.
|
Controls and Procedures.
|
5
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings.
|
6
|
Item 1A.
|
Risk Factors.
|
6
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
6
|
Item 3.
|
Defaults Upon Senior Securities.
|
6
|
Item 4.
|
Mine Safety Disclosures.
|
6
|
Item 5.
|
Other Information.
|
6
|
Item 6.
|
Exhibits.
|
6
|
SIGNATURES
|
7
|
Index
|
|
Balance Sheets
|
F–1
|
Statement of Expenses
|
F–2
|
Statement of Cash Flows
|
F–3
|
Notes to the Financial Statements
|
F–4
|
ASSETS
|
June 30,
2013
|
September 30,
2012
|
||||||
Current Assets
|
||||||||
Cash
|
$ | 22,346 | $ | 41,078 | ||||
Total Current Assets
|
$ | 22,346 | $ | 41,078 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accrued liabilities
|
$ | 10,000 | $ | 1,500 | ||||
Due to related parties
|
6 | 6 | ||||||
Total Current Liabilities
|
10,006 | 1,506 | ||||||
Stockholders’ Equity
|
||||||||
Common stock
Authorized: 75,000,000 shares, par value $0.001
5,000,000 share issued and outstanding, respectively
|
5,000 | 5,000 | ||||||
Additional paid-in capital
|
45,000 | 45,000 | ||||||
Deficit accumulated during the exploration stage
|
(37,660 | ) | (10,428 | ) | ||||
Total Stockholders’ Equity
|
12,340 | 39,572 | ||||||
Total Liabilities and Stockholders’ Equity
|
$ | 22,346 | $ | 41,078 |
Three Months
Ended
June 30,
2013
|
Three Months
Ended
June 30,
2012
|
Nine Months
Ended
June 30,
2013
|
Nine Months
Ended
June 30,
2012
|
Period from
November 23,
2010
(Date of Inception)
to June 30,
2013
|
||||||||||||||||
Expenses
|
||||||||||||||||||||
General and administrative
|
$ | 11,627 | $ | 4,496 | $ | 27,232 | $ | 4,590 | $ | 37,660 | ||||||||||
, | ||||||||||||||||||||
Total Operating Expenses
|
11,627 | 4,496 | 27,232 | 4,590 | 37,660 | |||||||||||||||
Net Loss
|
$ | (11,627 | ) | $ | (4,496 | ) | $ | (27,232 | ) | $ | (4,590 | ) | $ | (37,660 | ) | |||||
Net Loss Per Share – Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted Average Shares Outstanding
|
5,000,000 | 1,608,696 | 5,000,000 | 1,608,696 |
Nine Months
Ended
June 30,
2013
|
Nine Months
Ended
June 30,
2012
|
Period from
November 23, 2010
(Date of Inception)
to June 30,
2013
|
||||||||||
Operating Activities
|
||||||||||||
Net loss for the period
|
$ | (27,232 | ) | $ | (4,590 | ) | $ | (37,660 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued expenses
|
8,500 | 1500 | 10,000 | |||||||||
Net cash used in operating activities
|
(18,732 | ) | (3,090 | ) | (27,660 | ) | ||||||
Financing Activities
|
||||||||||||
Proceeds from issuance of common stock
|
- | 50,000 | 50,000 | |||||||||
Due to related parties
|
- | (236 | ) | 6 | ||||||||
Net Cash Provided by Financing Activities
|
- | 49,764 | 50,006 | |||||||||
Net Increase (Decrease) in Cash
|
(18,732 | ) | 46,674 | 22,346 | ||||||||
Cash, Beginning of Period
|
41,078 | - | – | |||||||||
Cash, End of Period
|
22,346 | 46,674 | 22,346 | |||||||||
Supplemental Disclosures
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | – | ||||||
Income taxes paid
|
- | - | – |
|
a)
|
As at June 30, 2013, the Company was indebted to the former President of the Company in the amount of $6, which is non-interest bearing, unsecured, and due on demand.
|
●
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
●
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
●
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
●
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
Offered Shares Sold
|
Offering Proceeds
|
Principle Use of Proceeds
|
|||||||
5,000,000 Shares
(25%)
|
$
|
50,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
0
500
10,000
4,500
1,000
|
||||
10,000,000 Shares
(50%)
|
$
|
100,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
2,000
3,000
26,000
32,000
3,000
|
||||
15,000,000 Shares
(75%)
|
$
|
150,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
12,000
4,000
40,000
56,000
4,000
|
||||
20,000,000 Shares (maximum)
|
$
|
200,000
|
Legal, Accounting, transfer agent
Employees and Operating Expenses
Servers and Website Hosting
Website Development and Testing
Marketing
Administrative Expenses
|
$
$
$
$
$
$
|
5,000
22,000
5,000
55,000
79,000
5,000
|
Exhibit No.
|
Description
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))*
|
|
32.1
|
Certification of Principal Executive Officer and 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 Document †
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document †
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document †
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document †
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document †
|
*
|
Filed herewith.
|
|
**
|
In accordance with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.
|
|
†
|
Furnished herewith. 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.
|
Priced In Corp.
|
||
Date: August 14, 2013
|
By:
|
/s/ Ken-Muen Le
|
Ken-Muen Le
President, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Priced In Corp.;
|
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 registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’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 registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(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 registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal controls.
|
Dated: August 14, 2013
|
/s/ Ken-Muen Le
|
|
President, Chief Executive Officer and Chief Financial Officer
|
(Principal Executive Officer and Principal Financial Officer)
|
Date: August 14, 2013
|
By: /s/ Ken-Muen Le
|
Ken-Muen Le
President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
|
Statement of Expenses (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | 31 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Expenses | |||||
General and administrative | $ 11,627 | $ 4,496 | $ 27,232 | $ 4,590 | $ 37,660 |
Total Operating Expenses | 11,627 | 4,496 | 27,232 | 4,590 | 37,660 |
Net Loss | $ (11,627) | $ (4,496) | $ (27,232) | $ (4,590) | $ (37,660) |
Net Loss Per Share - Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |
Weighted Average Shares Outstanding | 5,000,000 | 1,608,696 | 5,000,000 | 1,608,696 |
Related Party Transactions (Details) (USD $)
|
Jun. 30, 2013
|
Sep. 30, 2012
|
---|---|---|
Related Party Transactions (Textual) | ||
Due to related parties | $ 6 | $ 6 |
A)<3HF#K,Y`),G-2A^!Z;^DPFH
M`JF(+]X2[/:D9$K&?EP$)[UM,(.#N3R+9=\R.X>O&KG\-Q4\78PBPK<]NRQLZH7V78>]KVR)D3NH&DIB!X:HWM!6ZQC%59)_60:W+.^OE;WN4BNMEJYP.;EU4E
MIDT7:RU96ZS3!J98$I&7W(-5K3C][A]UVOLKDT&.Z-T!+K.26TK>,O[:VQH.
M2:`:XS^X;?]`789E6I_(F"_C%:QUN]U)K749X;L$7:[<_FZHM_"5N6")PC8"[0=LU
MF#S"O(C%SK<1P1(VF&K@OMGG>=48VV^K.`.$MV2=F9@+N>SZW'@
30KF>N
M#6=5%JC[<)Q`@3A;P&QFXJ7IS/5)L48G7A4X^Y'W"-`!A"&[$K:4FQ+DMCAA
MO,WJM<8_*F5=GR"K1VRYDQB![47`R2/-OV]\`J>ZT4(GYOK,V:$
M`Q0````(`*U%#T-NQEJ.?@,``",A```5`!@```````$```"D@50/``!P
Nature of Business and Basis of Presentation
|
9 Months Ended |
---|---|
Jun. 30, 2013
|
|
Nature of Business and Basis of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation
Priced In Corp. (the “Company”) was incorporated in the state of Nevada on November 23, 2010. The Company has been in the exploration stage since its formation and has not commenced business operations.
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form S/1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S/1, have been omitted |
Related Party Transactions
|
9 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2013
|
||||
Related Party Transactions [Abstract] | ||||
Related Party Transactions | 3. Related Party Transactions
|
Going Concern (Details) (USD $)
|
3 Months Ended | 9 Months Ended | 31 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Going Concern (Textual) | |||||
Net loss for the period | $ (11,627) | $ (4,496) | $ (27,232) | $ (4,590) | $ (37,660) |
Balance Sheets (Unaudited) (Parenthetical) (USD $)
|
Jun. 30, 2013
|
Sep. 30, 2012
|
---|---|---|
Balance Sheets [Abstract] | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Statement of Cash Flows (Unaudited) (USD $)
|
9 Months Ended | 31 Months Ended | |
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Operating Activities | |||
Net loss for the period | $ (27,232) | $ (4,590) | $ (37,660) |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | 8,500 | 1,500 | 10,000 |
Net cash used in operating activities | (18,732) | (3,090) | (27,660) |
Financing Activities | |||
Proceeds from issuance of common stock | 50,000 | 50,000 | |
Due to related parties | (236) | 6 | |
Net Cash Provided by Financing Activities | 49,764 | 50,006 | |
Net Increase (Decrease) in Cash | (18,732) | 46,674 | 22,346 |
Cash, Beginning of Period | 41,078 | ||
Cash, End of Period | 22,346 | 46,674 | 22,346 |
Supplemental Disclosures | |||
Interest paid | |||
Income taxes paid |
Balance Sheets (Unaudited) (USD $)
|
Jun. 30, 2013
|
Sep. 30, 2012
|
---|---|---|
Current Assets | ||
Cash | $ 22,346 | $ 41,078 |
Total Current Assets | 22,346 | 41,078 |
Current Liabilities | ||
Accrued liabilities | 10,000 | 1,500 |
Due to related parties | 6 | 6 |
Total Current Liabilities | 10,006 | 1,506 |
Stockholders' Equity | ||
Common stock Authorized: 75,000,000 shares, par value $0.001, 5,000,000 share issued and outstanding, respectively | 5,000 | 5,000 |
Additional paid-in capital | 45,000 | 45,000 |
Deficit accumulated during the exploration stage | (37,660) | (10,428) |
Total Stockholders' Equity | 12,340 | 39,572 |
Total Liabilities and Stockholders' Equity | $ 22,346 | $ 41,078 |
Going Concern
|
9 Months Ended |
---|---|
Jun. 30, 2013
|
|
Going Concern [Abstract] | |
Going Concern | 2. Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. During the period ended June 30, 2013, the Company has an accumulated deficit of $37,660. The Company is in the business of developing a website that will aggregates group buying offers from Groupon, Social Living and other sites. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Aug. 12, 2013
|
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Priced In Corp. | |
Entity Central Index Key | 0001561880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2013 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,000,000 |