10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the quarterly period ended March 31, 2014

or

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

For the transition period from to

Commission file number 000-28562

ENERGIE HOLDINGS INC.

 (Exact name of registrant as specified in its charter)

Delaware	94-2857548
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
4885 Ward Road, Suite 300, Wheat Ridge, Colorado	80033
(Address of principal executive offices)	(Zip Code)

(720) 963-8055

(Registrant’s telephone number, including area code)

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

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

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 during the preceding 12 months.  Yes  o   No  þ

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 definition of "accelerated filer, large accelerated filer and smaller reporting company" as defined in Rule 12b-2 of the Exchange Act.

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

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

As of May 20, 2014, the Issuer had 45,400,000 shares of common stock issued of which 19,460,458 were outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Energie Holdings, Inc. Quarterly Report for the period ended March 31, 2014 on Form 10-Q, filed with the Securities and Exchange Commission on May 20, 2014 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included herewith:

Exhibit Number	Description
31*	Certification by CFO
32*	Certification of CEO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101	XBRL Exhibits

* Previously filed on May 20, 2014

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  June 16, 2014	By:	/s/ Hal Hansen
		Hal Hansen
		President and CEO

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3 Equity

3 Months Ended

Mar. 31, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity

Note 3 — Equity

During the three months ended March 31, 2014, the Company issued 400,000 of its common shares to its outside legal counsel for services. The shares were valued at $24,000 based on the $0.06 stock price on the day of issuance and charged to operations.

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2 Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

2 Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

a. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

b. Issuances Involving Non-cash Consideration

All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to legal services (See Note 3).

c. Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company’s sole deferred tax asset consists of its net operating loss carryforwards totaling $167,813. The Company has established a valuation allowance at March 31, 2014 equaling the total tax benefit the Company would derive from its net operating loss carry forwards.

d. Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of March 31, 2014, the Company had no potential common shares outstanding.

e. Recent Accounting Pronouncements 

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations, or cash flow.

XML

BALANCE SHEETS - Unaudited (USD $)	Mar. 31, 2014	Jun. 30, 2013
ASSETS
TOTAL ASSETS
LIABILITIES
Accounts payable	248,184	62,376
TOTAL LIABILITIES	248,184	62,376
STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.01, authorized: 1 million shares, none issued or outstanding at June 30, 2013 and 2012
Common stock: $0.01 par value; 100,000,000 shares authorized; 19,460,458 shares issued and outstanding at March 31, 2014 and 93,310,458 issued and outstanding at June 30, 2013	194,604	783,123
Additional paid-in capital	91,061,859	90
Accumulated other comprehensive loss	(63,201)	(63,201)
Accumulated deficit from prior operations	(91,024,442)	(91,024,442)
Deficit accumulated during the exploration stage	(393,004)	(63,520)
TOTAL STOCKHOLDERS' DEFICIT	(248,184)	(62,376)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

XML

STATEMENTS OF CASH FLOWS - Unaudited (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2014
Statement of Cash Flows [Abstract]
Common stock issued for services	400,000
Value of stock issued for services	$ 24,000

XML

1 Organization, History and Business

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

1 Organization, History and Business

Note 1 — Organization, History and Business

On December 31, 2013, Alas Aviation entered into a Share Exchange Agreement (the “Share Exchange”) with OELC, LLC, a Delaware limited liability company (“OELC”) with its wholly owned subsidiary Énergie, LLC (“Énergie” or the, “Company”). These interests in OELC are being exchanged for 33,000,000 fully paid non-assessable shares of Alas. Following closing of the Share Exchange Agreement, Alas Aviation will hold 100% of the financial and governance rights of OELC and through its ownership of OELC, 100% of the operating subsidiary, Énergie.

Énergie was founded in 2001 focused on providing specialized interior lighting solutions to the architecture and interior design markets.  The Company is headquartered in Wheat Ridge, Colorado and also maintains a production and assembly facility in Zeeland, Michigan. Énergie’s business is based upon the Company’s partnership with various European suppliers of disruptive highly efficient LED lighting technology.  The Company is capitalizing on these European lighting companies’ desire to penetrate the North American markets by solving many of the problems these designers encounter when approaching these markets.  These obstacles include designs that do not meet UL/CUL standards and building codes, the need to provide appropriate marketing and product information and specifications, among others. Énergie’s business strategy is to enter into exclusive sales agreements with European suppliers that have unique lighting products; and to bridge the divide between North American architects’ and designers’ desired access to innovative European products and European manufacturers’ desire to find a cost effective way to penetrate the North American markets for their products.  As these European partners are continually developing new products, Énergie has the right to launch such products in North America.  In many cases, Énergie’s partners will co-fund the upfront costs associated with the launching of new products.

The closing of the Share Exchange Agreement is conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of Alas being limited to 51,000,000 issued and outstanding post closing as well as completion of a PCAOB financial audit.  Following the closing of the Share Exchange Agreement, they intend to continue OELC and Énergie’s historical businesses and proposed businesses. Our historical business and operations will continue independently through Énergie as a wholly owned subsidiary.

On January 27, 2014, pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alas Aviation Corp. ("Alas") entered into an Agreement and Plan of Merger into a holding company (the “Agreement") with Énergie Holdings, Inc. ("Énergie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of Alas. The Agreement provided for the merger of Alas with and into Énergie, with Énergie being the surviving corporation in that merger. Contemporaneously with Alas’ merger with and into Énergie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Énergie on a one share for one share basis pursuant to the Agreement.

As a result of this reorganization into a Holding Company structure, Énergie became the publicly quoted parent holding company with AAC becoming a wholly-owned subsidiary of Énergie. Upon consummation of the Agreement, Énergie common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Énergie is the successor issuer to Alas.

The description of the Share Exchange Agreement is set forth in Item 1.01 of the Company’s current report filed with the Commission on December 31, 2013 and the Agreement and Plan of Merger set forth in Item 1.01 of the Company’s current report filed with the Commission on Form 8-K on January 27, 2014. These agreements are qualified in their entirety by reference to the full text of the agreements, copies of which are attached thereto as Exhibits 10.1 in both filings.

Prior to the incorporation of Énergie Holdings, Inc., Alas Aviation Corp. (“Alas”) was assembling and operating a niche passenger airline with air cargo and related ground service operations.  Due to a variety of factors including depressed market conditions in securing financing on terms that would allow it to execute on its business plan, Alas’ management began searching for other opportunities to enhance shareholder value. At the same time it was trying to execute on its business plan in the aviation industry, it began discussions regarding a possible change in its business plan, management started negotiations with OELC, LLC and reached an agreement in principal to enter into a merger/share exchange with OELC, LLC.  Alas subsequently terminated its airline related agreements, its previous share exchange agreement and its management team.

 Prior to the incorporation of Alas, LMK Global Resources, Inc. (“LMK”) was an exploration stage company that was previously engaged in the acquisition, exploration and development of mineral properties.   As of the date of this filing, we have not generated any revenues after emerging from Bankruptcy.   Our predecessor, LMK Global Resources, Inc., was incorporated on October 26, 1986 in the state of Delaware.  We and our former subsidiary, Larscom Incorporated, a Delaware corporation, filed  Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Court”), Case numbers 06-50866 and 06-80567 (the “Case” or “Cases”).The Bankruptcy Court issued an Order Confirming the  Second Amended Joint Plan of Reorganization  on December 6, 2006.

Pursuant to the Plan, on June 27, 2008, the Company implemented a 1/2581 reverse stock split; issued 75,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 3,000,000 shares of common stock and 15,000,000 warrants to Venture Funds I, Inc.; issued 225,000 shares of common stock to the Bankruptcy Trustee; issued 300 shares of common stock to each class of unsecured creditor; and replaced all former directors and officers with James Ditanna.

On February 13, 2014, the Company’s symbol changed to “ELED” to reflect the change in the company’s plan of operations.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Energie Holdings Inc., contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2014 filed with the Commission on April 15, 2014.

Going Concern

As shown in the accompanying financial statements, the Company has no assets, a working capital deficit of $248,184 as of March 31, 2014 and is not currently generating revenue from operations.  These factors raise substantial doubt regarding the Company's ability to continue as a going concern. 

The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding

The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements. The Company is dependent upon its Chief Executive Officer to provide financing for working capital purposes. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might necessary should the Company be unable to continue as a going concern.

Reclassifications - Certain prior year amounts have been reclassified to conform with the current year presentation.

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BALANCE SHEETS - Unaudited (Parenthetical) (USD $)	Mar. 31, 2014	Jun. 30, 2013
Balance Sheets - Unaudited
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,060,458	93,310,458
Common stock, shares outstanding	19,060,458	93,310,458

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 20, 2014
Document and Entity Information:
Entity Registrant Name	Energie Holdings, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Entity Central Index Key	0000774937
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		19,060,458
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

STATEMENTS OF EXPENSES - Unaudited (USD $)	3 Months Ended		62 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Income Statement [Abstract]
REVENUES
General and administrative expenses	173,425	4,240	382,560
Total Operating Expenses	173,425	4,240	382,560
Loss From Operations	(173,425)	(4,240)	(382,560)
Interest expense			10,444
Total other expenses			(10,444)
Net loss	$ (173,425)	$ (4,240)	$ (393,004)
Net loss per share, basic and fully diluted	$ (0.01)	$ 0.00
Weighted average number of shares outstanding	19,429,347	79,312,300

XML

1 Organization, History and Business (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Organization, History and Business

Organization, History and Business

On December 31, 2013, Alas Aviation entered into a Share Exchange Agreement (the “Share Exchange”) with OELC, LLC, a Delaware limited liability company (“OELC”) with its wholly owned subsidiary Énergie, LLC (“Énergie” or the, “Company”). These interests in OELC are being exchanged for 33,000,000 fully paid non-assessable shares of Alas. Following closing of the Share Exchange Agreement, Alas Aviation will hold 100% of the financial and governance rights of OELC and through its ownership of OELC, 100% of the operating subsidiary, Énergie.

Énergie was founded in 2001 focused on providing specialized interior lighting solutions to the architecture and interior design markets.  The Company is headquartered in Wheat Ridge, Colorado and also maintains a production and assembly facility in Zeeland, Michigan. Énergie’s business is based upon the Company’s partnership with various European suppliers of disruptive highly efficient LED lighting technology.  The Company is capitalizing on these European lighting companies’ desire to penetrate the North American markets by solving many of the problems these designers encounter when approaching these markets.  These obstacles include designs that do not meet UL/CUL standards and building codes, the need to provide appropriate marketing and product information and specifications, among others. Énergie’s business strategy is to enter into exclusive sales agreements with European suppliers that have unique lighting products; and to bridge the divide between North American architects’ and designers’ desired access to innovative European products and European manufacturers’ desire to find a cost effective way to penetrate the North American markets for their products.  As these European partners are continually developing new products, Énergie has the right to launch such products in North America.  In many cases, Énergie’s partners will co-fund the upfront costs associated with the launching of new products.

The closing of the Share Exchange Agreement is conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of Alas being limited to 51,000,000 issued and outstanding post closing as well as completion of a PCAOB financial audit.  Following the closing of the Share Exchange Agreement, they intend to continue OELC and Énergie’s historical businesses and proposed businesses. Our historical business and operations will continue independently through Énergie as a wholly owned subsidiary.

On January 27, 2014, pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alas Aviation Corp. ("Alas") entered into an Agreement and Plan of Merger into a holding company (the “Agreement") with Énergie Holdings, Inc. ("Énergie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of Alas. The Agreement provided for the merger of Alas with and into Énergie, with Énergie being the surviving corporation in that merger. Contemporaneously with Alas’ merger with and into Énergie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Énergie on a one share for one share basis pursuant to the Agreement.

As a result of this reorganization into a Holding Company structure, Énergie became the publicly quoted parent holding company with AAC becoming a wholly-owned subsidiary of Énergie. Upon consummation of the Agreement, Énergie common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Énergie is the successor issuer to Alas.

The description of the Share Exchange Agreement is set forth in Item 1.01 of the Company’s current report filed with the Commission on December 31, 2013 and the Agreement and Plan of Merger set forth in Item 1.01 of the Company’s current report filed with the Commission on Form 8-K on January 27, 2014. These agreements are qualified in their entirety by reference to the full text of the agreements, copies of which are attached thereto as Exhibits 10.1 in both filings.

Prior to the incorporation of Énergie Holdings, Inc., Alas Aviation Corp. (“Alas”) was assembling and operating a niche passenger airline with air cargo and related ground service operations.  Due to a variety of factors including depressed market conditions in securing financing on terms that would allow it to execute on its business plan, Alas’ management began searching for other opportunities to enhance shareholder value. At the same time it was trying to execute on its business plan in the aviation industry, it began discussions regarding a possible change in its business plan, management started negotiations with OELC, LLC and reached an agreement in principal to enter into a merger/share exchange with OELC, LLC.  Alas subsequently terminated its airline related agreements, its previous share exchange agreement and its management team.

 Prior to the incorporation of Alas, LMK Global Resources, Inc. (“LMK”) was an exploration stage company that was previously engaged in the acquisition, exploration and development of mineral properties.   As of the date of this filing, we have not generated any revenues after emerging from Bankruptcy.   Our predecessor, LMK Global Resources, Inc., was incorporated on October 26, 1986 in the state of Delaware.  We and our former subsidiary, Larscom Incorporated, a Delaware corporation, filed  Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Court”), Case numbers 06-50866 and 06-80567 (the “Case” or “Cases”).The Bankruptcy Court issued an Order Confirming the  Second Amended Joint Plan of Reorganization  on December 6, 2006.

Pursuant to the Plan, on June 27, 2008, the Company implemented a 1/2581 reverse stock split; issued 75,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 3,000,000 shares of common stock and 15,000,000 warrants to Venture Funds I, Inc.; issued 225,000 shares of common stock to the Bankruptcy Trustee; issued 300 shares of common stock to each class of unsecured creditor; and replaced all former directors and officers with James Ditanna.

On February 13, 2014, the Company’s symbol changed to “ELED” to reflect the change in the company’s plan of operations.

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements of Energie Holdings Inc., contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2014 filed with the Commission on April 15, 2014.

Going Concern

Going Concern

As shown in the accompanying financial statements, the Company has no assets, a working capital deficit of $248,184 as of March 31, 2014 and is not currently generating revenue from operations.  These factors raise substantial doubt regarding the Company's ability to continue as a going concern. 

The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding

The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements. The Company is dependent upon its Chief Executive Officer to provide financing for working capital purposes. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might necessary should the Company be unable to continue as a going concern.

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5 Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

5 Subsequent Events

Note 5. Subsequent Events

There are no events subsequent to March 31, 2014 and up to the date of this filing that would require disclosure.

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2 Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Use of Estimates

a. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Issuances Involving Non-cash Consideration

b. Issuances Involving Non-cash Consideration

All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to legal services (See Note 3).

Income Taxes

c. Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company’s sole deferred tax asset consists of its net operating loss carryforwards totaling $167,813. The Company has established a valuation allowance at March 31, 2014 equaling the total tax benefit the Company would derive from its net operating loss carry forwards.

Loss per share

d. Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of March 31, 2014, the Company had no potential common shares outstanding.

Recent Accounting Pronouncements

e. Recent Accounting Pronouncements 

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations, or cash flow.

XML

3 Equity (Details Narrative) (USD $)	3 Months Ended		62 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]
Common Stock Issued During For Legal Services	400,000
Value of stock issued for services	$ 24,000
Per share value at time of issuance	$ 0.06		$ 0.06

XML

STATEMENTS OF CASH FLOWS - Unaudited (USD $)	3 Months Ended		62 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Statement of Cash Flows [Abstract]
Net loss	$ (173,425)	$ (4,240)	$ (393,004)
Adjustments to reconcile net loss with cash used in operations:
Stock based compensation	24,000		75,000
Operating expenses incurred by related party on behalf of the Company			29,613
Change in assets and liabilities:
Accounts payable and accrued liabilities	149,425	940	257,662
Net cash used in operating activities		(3,300)	(30,729)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed Capital		3,300	30,729
Net cash provided by financing activities		3,300	30,729
Cash at beginning of period
Cash at end of period
SUPPLEMENTAL DISCLOSURES
Cash paid for income taxes
NON CASH INVESTING AND FINANCING ACTIVITIES:
300,000 shares of common stock issued during three months ended September 30, 2013 for legal services valued at $75,000	400,000

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4 Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Note 4 - Contingencies

Current management discovered that the Company’s former management recorded various obligations to itself and to third parties of expenditures not deemed benefitting the Company or authorized by the Company’s sole director as required. The amount of these unauthorized expenditures totaled $91,172 including $60,000 in management fees. These expenditures were reversed and not part of the accompanying financial statements.  While current management believes that none of the $91,172 is an obligation of the Company, it is not known what representations were made to these vendors or whether the Company could in fact be eventually responsible to pay some or all of the indicated amount.