(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL SYSTEM DESIGNS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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46-1669753
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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24123 Peachland Blvd., C-4, #106, Port Charlotte, FL 33954
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(Address of principal executive offices)
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941-613-9858
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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Page
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PART I – FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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3
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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14
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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17
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ITEM 4.
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CONTROLS AND PROCEDURES
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17
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PART II – OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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18
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ITEM 1A.
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RISK FACTORS
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18
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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18
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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18
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ITEM 4.
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MINE SAFETY DISCLOSURES
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18
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ITEM 5.
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OTHER INFORMATION
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18
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ITEM 6.
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EXHIBITS
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19
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SIGNATURES
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20
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Page
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Condensed Balance Sheets
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4
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Condensed Statements of Operations
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5
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Condensed Statements of Stockholders' Equity
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6
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Condensed Statements of Cash Flows
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7
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Notes to the Unaudited Condensed Financial Statements
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8
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August 31,
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November 30,
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2013
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2012
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(Unaudited)
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 38,394 | $ | - | ||||
Total current assets
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38,394 | - | ||||||
TOTAL ASSETS
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$ | 38,394 | $ | - | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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LIABILITIES
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Current Liabilities
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Accounts Payable
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$ | 246 | $ | - | ||||
Total current liabilities
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246 | - | ||||||
TOTAL LIABILITIES
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246 | - | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 7)
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- | - | ||||||
STOCKHOLDERS' EQUITY
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Preferred stock, 15,000,000 shares authorized; par value $0.0001, none issued and outstanding
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- | - | ||||||
Common stock, 100,000,000 shares authorized; par value $0.0001, 5,825,000 and 950,000 shares issued and outstanding, respectively
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583 | 95 | ||||||
Additional paid-in capital
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55,117 | 855 | ||||||
Deficit accumulated during the development state
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(17,552 | ) | (950 | ) | ||||
Total Stockholders' Equity
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38,148 | - | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 38,394 | $ | - |
Three Months
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Nine Months
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November 27, 2012
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Ended
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Ended
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(inception) through
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August, 31
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August 31,
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August 31,
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2013
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2013
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2013
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REVENUE
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$ | - | $ | - | $ | - | ||||||
OPERATING EXPENSES
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General and administrative | 143 | 2,768 | 2,768 | |||||||||
Professional fees | 2,706 | 13,834 | 14,784 | |||||||||
Total Operating Expenses | 2,849 | 16,602 | 17,552 | |||||||||
Net loss from operations
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(2,849 | ) | (16,602 | ) | (17,552 | ) | ||||||
Other Income and Expense
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- | - | - | |||||||||
Provision for income taxes | - | - | - | |||||||||
Net Loss
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$ | (2,849 | ) | $ | (16,602 | ) | $ | (17,552 | ) | |||
Basic loss per share
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
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4,416,538 | 3,569,139 |
Common Stock
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Additional
Paid in
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Deficit
Accumulated
During the
Development
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Total
Stockholders’
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Shares
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Amount
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Capital
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Stage
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Equity
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Balance as of November 27, 2012 (Inception)
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Founders' shares issued at $0.001 per share
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950,000 | 95 | 855 | - | 950 | |||||||||||||||
Net loss
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- | - | - | (950 | ) | (950 | ) | |||||||||||||
Balance, November 30, 2012
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950,000 | 95 | 855 | (950 | ) | - | ||||||||||||||
Founders' shares issued at $0.001 per share
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2,375,000 | 238 | 4,512 | - | 4,750 | |||||||||||||||
Common shares issued for cash at $0.02 per share
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2,500,000 | 250 | 49,750 | - | 50,000 | |||||||||||||||
Net loss (Unaudited)
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- | - | - | (16,602 | ) | (16,602 | ) | |||||||||||||
Balance, August 31, 2013 (Unaudited)
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5,825,000 | $ | 583 | $ | 55,117 | $ | (17,552 | ) | $ | 38,148 |
Nine Months
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November 27, 2012
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Ended
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(Inception) Through
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August 31,
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August 31,
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2013
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (16,602 | ) | $ | (17,552 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities:
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Changes in operating activities:
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Accounts payable and accrued liabilities
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246 | 246 | ||||||
Net cash used in operating activities
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(16,356 | ) | (17,306 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
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Net cash used in Investing Activities
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- | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from issuance of common stock
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54,750 | 55,700 | ||||||
Net Cash Provided by Financing Activities
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54,750 | 55,700 | ||||||
Net decrease in cash and cash equivalents
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38,394 | 38,394 | ||||||
Cash and cash equivalents, beginning of period
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- | - | ||||||
Cash and cash equivalents, end of period
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$ | 38,394 | $ | 38,394 | ||||
Supplemental Cash Flow Disclosure:
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Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - |
Three Months Ended
August 31, 2013
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Nine Months Ended
August 31, 2013
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Net loss
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$ | (2,849 | ) | $ | (16,602 | ) | ||
Weighted average common shares issued and outstanding (Basic)
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4,416,538 | 3,569,139 | ||||||
Net loss per share, Basic
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$ | (0.00 | ) | $ | (0.00 | ) |
·
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On November 27, 2012, the company issued to its founder 950,000 shares of common stock at $0.001 per share for $950.
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·
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On January 8, 2013, the company issued to its founders 2,375,000 shares of common stock at $0.002 per share for $4,750.
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·
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During March 2013, the Company issued to unaffiliated investors, 725,000 shares of common stock at $0.02 per share for $14,500.
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·
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On August 13, 2013, the issued to unaffiliated investors, 1,775,000 shares of common stock at $0.02 per share for $35,500.
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August 31, 2013
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November 30, 2012
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Income tax expense at statutory rate
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$ | (5,645 | ) | $ | (323 | ) | ||
Valuation allowance
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5,645 | 323 | ||||||
Income tax expense per books
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$ | - | $ | - |
August 31, 2013
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November 30, 2012
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NOL Carryover
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$ | 17,552 | $ | 950 | ||||
Valuation allowance
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(17,552 | ) | (950 | ) | ||||
Net deferred tax asset
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$ | - | $ | - |
Timeframe
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Description
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Anticipated Cost
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Months 1-12
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Finalize (and maintenance of) website development
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$ | 10,000 | |||
Months 1-6
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Development of initial set of green-building fact sheets.
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$ | 5,000 | |||
Months 5-6
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Commence advertising and marketing to source prospective clients through grassroots networking, website promotion, advertising in key trade magazines, as well as leveraging other industry-related websites. Marketing will be focused on attracting homeowners, owner-builders and building supply retailers.
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$ | 3,000 | |||
Months 9-12
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Accelerate website marketing initiatives, Add new green-building fact sheets to website data base. Identify and retain green-building partners. Take on inaugural consulting contracts and/or projects.
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$ | 7,000 | |||
Months 1-12
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SEC reporting requirements. Estimated costs for Legal, Accounting, XBRL, EDGAR and other miscellaneous general and administrative expenses.
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30,000 | ||||
TOTAL
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$ | 55,000 |
Exhibit Number
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Description
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31.1
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Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
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32.1
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Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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GLOBAL SYSTEM DESIGNS, INC.
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Dated: October 14, 2013
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/s/ Paul McDonald
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Paul McDonald
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Chief Executive Officer
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Chief Financial Officer
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/s/ Paul McDonald”
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Paul McDonald
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Chief Executive Officer
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Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Global System Designs, Inc.
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/s/ Paul McDonald”
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Paul McDonald
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Chief Executive Officer
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Chief Financial Officer
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Global System Designs, Inc.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Aug. 31, 2013
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of computation of basic earnings per share |
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Condensed Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 9 Months Ended | |
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Aug. 31, 2013
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Aug. 31, 2013
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Aug. 31, 2013
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Income Statement [Abstract] | |||
REVENUE | |||
OPERATING EXPENSES | |||
General and administrative | 143 | 2,768 | 2,768 |
Professional fees | 2,706 | 13,834 | 14,784 |
Total Operating Expenses | 2,849 | 16,602 | 17,552 |
Net loss from operations | (2,849) | (16,602) | (17,552) |
Other Income and Expense | |||
Provision for income taxes | |||
Net Loss | $ (2,849) | $ (16,602) | $ (17,552) |
Basic loss per share (in dollars per share) | $ 0.00 | $ 0.00 | |
Weighted average number of shares outstanding (in shares) | 4,416,538 | 3,569,139 |
GOING CONCERN
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9 Months Ended |
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Aug. 31, 2013
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Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of August 31, 2013, the Company has a net loss from operations of $16,602, an accumulated deficit of $17,552 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending November 30, 2013.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROVISION FOR INCOME TAXES - Provision for income taxes (Details) (USD $)
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0 Months Ended | 9 Months Ended |
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Nov. 30, 2012
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Aug. 31, 2013
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Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory rate | $ (323) | $ (5,645) |
Valuation allowance | 323 | 5,645 |
Income tax expense per books |
PROVISION FOR INCOME TAXES (Tables)
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9 Months Ended | ||||||||||||||||||||
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Aug. 31, 2013
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||
Schedule of difference in amount of provision of income taxes |
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Schedule of components of net deferred tax assets |
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RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $)
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9 Months Ended | 0 Months Ended | ||
---|---|---|---|---|
Aug. 31, 2013
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Aug. 31, 2013
Common Stock
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Jan. 08, 2013
Common Stock
Directors and Officers
Officer
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Nov. 27, 2012
Common Stock
Officer
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Related Party Transaction [Line Items] | ||||
Common shares issued for cash (in shares) | 5,825,000 | 2,375,000 | 950,000 | |
Common shares issued for cash (in dollars per share) | $ 0.02 | $ 0.002 | $ 0.001 | |
Common shares issued for cash | $ 50,000 | $ 55,700 | $ 4,750 | $ 950 |
Number of officers who are also directors | 2 |
PROVISION FOR INCOME TAXES (Detail Textuals) (USD $)
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0 Months Ended | 9 Months Ended |
---|---|---|
Nov. 30, 2012
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Aug. 31, 2013
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Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 34.00% | 34.00% |
Net operating loss carry forwards | $ 17,552 |
PROVISION FOR INCOME TAXES - Components of net deferred tax assets (Details 1) (USD $)
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Aug. 31, 2013
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Nov. 30, 2012
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---|---|---|
Income Tax Disclosure [Abstract] | ||
NOL Carryover | $ 17,552 | $ 950 |
Valuation allowance | (17,552) | (950) |
Net deferred tax asset |
Statements of Stockholders' Equity (Parentheticals) (USD $)
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0 Months Ended | 9 Months Ended |
---|---|---|
Nov. 30, 2012
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Aug. 31, 2013
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Statement of Stockholders' Equity [Abstract] | ||
Founder's share issued, price per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares issued for cash, price per share (in dollars per share) | $ 0.02 |
ORGANIZATION AND DESCRIPTION OF BUSINESS
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9 Months Ended |
---|---|
Aug. 31, 2013
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Organization And Description Of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Global System Designs, Inc. (the “Company”) is a Nevada corporation incorporated on November 27, 2012. It is based in Port Charlotte, FL, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is November 30.
The Company is a development stage company that intends to operate as an educational and consulting services business focused on green home construction and renovation projects. The Company will produce clear technically sound information products focused on: selecting building materials and products, evaluating and hiring contractors, and carrying out energy efficiency upgrades, repairs, and other construction and renovation projects. The Company will offer consulting services in the areas of building plan evaluation, contract preparation, and research. To date, the Company’s activities have been limited to its formation and the raising of equity capital. |
EQUITY
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9 Months Ended |
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Aug. 31, 2013
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Equity [Abstract] | |
EQUITY | NOTE 4 - EQUITY
Preferred Stock
The Company has authorized 15,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
There were no preferred shares issued and outstanding as of August 31, 2013 and November 30, 2012.
Common Shares
The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Since inception (November 27, 2012) to August 31, 2013, the company has issued a total of 5,825,000 common shares for $55,700 cash, as follows:
· On November 27, 2012, the company issued to its founder 950,000 shares of common stock at $0.001 per share for $950. · On January 8, 2013, the company issued to its founders 2,375,000 shares of common stock at $0.002 per share for $4,750. · During March 2013, the Company issued to unaffiliated investors, 725,000 shares of common stock at $0.02 per share for $14,500. · On August 13, 2013, the issued to unaffiliated investors, 1,775,000 shares of common stock at $0.02 per share for $35,500.
The Company has no stock option plan, warrants or other dilutive securities. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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9 Months Ended |
---|---|
Aug. 31, 2013
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Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is a development stage company as defined by section ASC 915, “Development Stage Entities.” The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Basis of Presentation
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended August 31, 2013 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the period ended November 30, 2012 filed in its Form S-1.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Financial Instruments
The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Share-based Expenses
ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the period ended August 31, 2013. Advertising Costs
The Company follows ASC 720, Advertising Costs, and expenses costs as incurred. Advertising expense totaled $2,350 and $0 for the periods ending August 31, 2013 and November 30, 2012, respectively.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 6.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of August 31, 2013 and November 30, 2012.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |