Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Praetorian Property, Inc. | Financial_Report.xls |
| EX-31 - Praetorian Property, Inc. | ex-31.htm |
| EX-32 - Praetorian Property, Inc. | ex-32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Form 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ____________
Commission file number: 333-178482
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L3 CORP.
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(Exact name of Registrant as specified in its charter)
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Delaware
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300693512
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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538 W 21st Street
Suite # 80308
Houston, TX
77008-3642
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(Address of principal executive offices) (zip code)
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Telephone: 855-763-2210
Facsimile: 855-763-2210
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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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 o No x
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).
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 Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of April __, 2012, there were 1,700,000 shares of the Registrant's common stock issued and outstanding.
L3 CORP.
TABLE OF CONTENTS
Part I—Financial Information
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Item 1. Financial Statements – Unaudited
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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12
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Item 4. Controls and Procedures
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12
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Part II – Other Information
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Item 1. Legal Proceedings
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13
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Item 1A. Risk Factors
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13
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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13
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| Item 3. Defaults upon Senior Securities | 13 |
| Item 4. Mine Safety Disclosures | 13 |
| Item 5. Other Information | 13 |
| Item 6. Exhibits | 13 |
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Signatures
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements – (Unaudited)
L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
MARCH 31, 2011
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Financial Statements-
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Balance Sheets as of March 31, 2012 and December 31, 2011
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F-2
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Statements of Operations for the Three Months Ended March 31, 2012, and Cumulative from Inception
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F-3
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Statement of Stockholders’ Equity for the Period from Inception through March 31, 2012
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F-4
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Statements of Cash Flows for the Three Months Ended March 31, 2012, and Cumulative from Inception
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F-5
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Notes to Financial Statements
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F-6
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L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2012 AND DECEMBER 31, 2011
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ASSETS
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As of
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As of
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March 31,
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December 31,
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2012
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2011
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(Unaudited)
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(Audited)
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Current Assets:
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Cash or cash equivalents
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$ | 49,574 | $ | 14,271 | ||||
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Deferred offering costs
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- | 9,500 | ||||||
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Total current assets
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49,574 | 23,771 | ||||||
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Total Assets
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$ | 49,574 | $ | 23,771 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
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Accounts payable and accrued expenses
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$ | 15,240 | $ | 13,208 | ||||
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Total Current Liabilities
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15,240 | 13,208 | ||||||
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Commitments and Contingencies
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- | - | ||||||
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Stockholders' Equity:
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Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 1,700,000 and 1,430,000 shares issued and outstanding, respectively
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170 | 143 | ||||||
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Additional paid-in capital
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58,630 | 14,157 | ||||||
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(Deficit) accumulated during development stage
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(24,466 | ) | (3,737 | ) | ||||
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Total stockholders' equity
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34,334 | 10,563 | ||||||
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Total Liabilities and Stockholders' Equity
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$ | 49,574 | $ | 23,771 | ||||
The accompanying notes to financial statements are an integral part of these statements.
F-2
L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
AND CUMULATIVE FROM INCEPTION (JULY 5, 2011)
(Unaudited)
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Three Months
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Three Months
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Cumulative
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Ended
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Ended
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From
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March 31, 2012
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March 31, 2011
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Inception
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Revenues
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$ | - | $ | - | $ | - | ||||||
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Expenses:
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General and administrative -
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Professional fees
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7,651 | - | 10,151 | |||||||||
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Filing fees
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1,297 | - | 2,505 | |||||||||
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Franchise tax expense
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740 | - | 740 | |||||||||
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Travel expenses
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9,953 | - | 9,953 | |||||||||
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Other
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1,088 | - | 1,117 | |||||||||
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Total general and administrative expenses
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20,729 | - | 24,466 | |||||||||
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(Loss) from Operations
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(20,729 | ) | - | (24,466 | ) | |||||||
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Provision for income taxes
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- | - | - | |||||||||
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Net (Loss)
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$ | (20,729 | ) | $ | - | $ | (24,466 | ) | ||||
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(Loss) Per Common Share:
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(Loss) per common share - Basic and Diluted
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$ | (0.01 | ) | - | ||||||||
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Weighted Average Number of Common Shares Outstanding - Basic and Diluted
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1,510,110 | - | ||||||||||
The accompanying notes to financial statements are an integral part of these statements.
F-3
L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 5, 2011)
THROUGH MARCH 31, 2012
(Unaudited)
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(Deficit)
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Accumulated
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Additional
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During the
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Common stock
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Paid-in
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Development
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Description
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Shares
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Amount
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Capital
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Stage
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Totals
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Balance - at inception
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Common stock issued for cash ($0.01/share)
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1,430,000 | 143 | 14,157 | - | 14,300 | |||||||||||||||
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Net (loss) for the period
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- | - | - | (3,737 | ) | (3,737 | ) | |||||||||||||
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Balance - December 31, 2011
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1,430,000 | 143 | 14,157 | (3,737 | ) | 10,563 | ||||||||||||||
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Common stock issued for cash ($0.2/share)
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270,000 | 27 | 44,473 | - | 44,500 | |||||||||||||||
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Net (loss) for the period
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- | - | - | (20,729 | ) | (20,729 | ) | |||||||||||||
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Balance - March 31, 2012
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1,700,000 | 170 | 58,630 | (24,466 | ) | 34,334 | ||||||||||||||
The accompanying notes to financial statements are an integral part of these statements.
F-4
L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
AND CUMULATIVE FROM INCEPTION (JULY 5, 2011)
(Unaudited)
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Three Months
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Three Months
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Cumulative
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Ended
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Ended
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From
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March 31, 2012
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March 31, 2011
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Inception
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Operating Activities:
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Net (loss)
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$ | (20,729 | ) | $ | - | $ | (24,466 | ) | ||||
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Adjustments to reconcile net (loss) to net cash provided by operating activities:
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Accounts payable and accrued liabilities
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2,032 | - | 15,240 | |||||||||
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Net Cash Used in Operating Activities
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(18,697 | ) | - | (9,226 | ) | |||||||
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Investing Activities:
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Cash provided by investing activities
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- | - | - | |||||||||
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Net Cash Provided by Investing Activities
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- | - | - | |||||||||
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Financing Activities:
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Proceeds from common stock
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54,000 | - | 58,800 | |||||||||
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Net Cash Provided by Financing Activities
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54,000 | - | 58,800 | |||||||||
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Net (Decrease) Increase in Cash
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35,303 | - | 49,574 | |||||||||
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Cash - Beginning of Period
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14,271 | - | - | |||||||||
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Cash - End of Period
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$ | 49,574 | $ | - | $ | 49,574 | ||||||
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Supplemental Disclosure of Cash Flow Information:
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Cash paid during the period for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income taxes
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$ | - | $ | - | $ | - | ||||||
The accompanying notes to financial statements are an integral part of these statements.
F-5
L3 CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis of Presentation and Organization
L3 Corp. (the “Company”) is in the development stage, and has limited operations. The Company was incorporated under the laws of the State of Delaware on July 5, 2011. The business plan of the Company is to create a marketing and promotion platform for a stretch and fitness apparatus. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic 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. There were no dilutive financial instruments issued or outstanding for the period ended March 31, 2012.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
F-6
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The carrying value of accounts payable-trade and accrued liabilities approximate fair value due to the short-term nature and maturity of these instruments.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.
Lease Obligations
All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management.
Fiscal Year End
The Company has adopted a fiscal year end of December 31.
2. Development Stage Activities and Going Concern
The Company is currently in the development stage, and has limited operations. The business plan of the Company is to create a marketing and promotion platform for a stretch and fitness apparatus.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2012 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
F-7
3. Common Stock
On August 31, 2011, the Company issued 1,430,000 shares of common stock to the directors of the Company at a price of $0.01 per share, or $14,300.
The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 1,000,000 shares of newly issued common stock at an offering price of $0.20 per share for proceeds of up to $200,000. As of March 5, 2012, the Company had raised $54,000 in proceeds with the issuance of 270,000 shares of its common stock from this offering.
Legal and accounting fees relating to this registration statement and offering were $9,500.
4. Income Taxes
The provision (benefit) for income taxes for the period ended March 31, 2012 was as follows (assuming a 15% effective tax rate):
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Current Tax Provision:
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Federal-
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Taxable income
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$ | - | ||
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Total current tax provision
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$ | - | ||
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Deferred Tax Provision:
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Federal-
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Loss carryforwards
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$ | 3,109 | ||
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Change in valuation allowance
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(3,109 | ) | ||
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Total deferred tax provision
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$ | - | ||
The Company had deferred income tax assets as of March 31, 2012 and December 31, 2011 as follows:
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2012
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2011
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Loss carryforwards
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$ | 3,670 | $ | 560 | ||||
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Less - Valuation allowance
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(3,670 | ) | (560 | ) | ||||
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Total net deferred tax assets
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$ | - | $ | - | ||||
The Company provided a valuation allowance equal to the deferred income tax assets for period ended March 31, 2012 and December 31, 2011 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of March 31, 2012, the Company had approximately $24,466 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2032.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
F-8
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.
5. Related Party Loans and Transactions
On August 31, 2011, the Company issued 1,430,000 shares of common stock to the director and the secretary of the Company at a price of $0.01 per share, or $14,300.
The Company's director provides rent-free office space to the Company.
6. Recent Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.
In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.
F-9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbour provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements.Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1, as effective from January 30, 2012.
Overview
We are a development stage company that has commenced organizational activities but has no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we are in a position to market our services to prospective customers. Accordingly, we must raise cash in order to implement our marketing plan.
In our management’s opinion, there is a market for reasonably-priced fitness product to assist healthy individuals warm up and stretch pre and post exercise.
We believe that we will need to raise $55,000 in order to allow us to fully implement our business plan and remain in business for twelve months. If we are unable to raise additional financing to implement our complete marketing plan as detailed below, we intend to limit our marketing activities to no-cost and low-cost social media tools and sites such as LinkedIn, Twitter, and Facebook, and to market our services as well as by means of free networking and promotional tools such as e-mail lists, Internet groups, and blog posts. We hope to create, at minimal cost, a web presence that will draw attention to our business plan.
If we raise sufficient funds to finance and implement our marketing plan, we expect to begin to generate revenues in the second quarter of 2012. If we are unable to finance our marketing plan, we may have to curtail our activities. If we raise the necessary funds, but are unable to generate revenues for any reason, or if we are unable to make a reasonable profit, we may have to suspend or cease operations. At the present time, we have not made any arrangements to raise additional cash. We may seek to obtain additional funds through a second public offering, private placement of securities, or loans. If we do, our shareholders could find their percentage ownership diluted. Other than as described in this paragraph, we have no other financing plans at this time.
Results of Operations
For the period ended March 31, 2012, we had no revenues. The period ended December 31, 2011 is measured from inception, which was July 5, 2011 and from January 1, 2012 until March 31, 2012.
Expenses were $20,729 in the period ended March 31, 2012 and $24,466 since inception.
For the period ended March 31, 2012, we incurred a net loss of $20,729 and $24,466 since inception.
Liquidity and Capital Resources
We estimate that we will require approximately $55,000 for the next 12 months of operations, including the costs of finalizing our website. We do not have sufficient resources to effectuate our current business plan. As of March 31, 2012, we had $49,574 available in cash.
4
Plan of Operation
Our initial marketing strategy is focused on creating awareness of our product. We have prepared pictorial manuals of several stretching positions using the L-3 stretching apparatus. We have completed the draft of our web site and have manufactured ten prototypes of our product. In addition, we have prepared a draft script for our infomercial and are currently holding discussions with personnel that can assist in the planning, filming, and editing the infomercial. We intend to launch our infomercial on YouTube when it is complete. Our infomercial will explain the benefits of the L-3 stretching apparatus. Once completed, our President will begin discussing the sale of the L3 with his counterparts at health spas and gyms. Our manuals are currently being provided to personal trainers and we anticipate that personal trainers will present these to their individual clients and discuss the importance of stretching with them. In this fashion we will get the name of our product out and this will assist in the grass roots marketing campaign.
The more senior personal trainers will be asked to discuss with their facilities’ managers the new L3 product and we will offer special discounts on any future products purchased by the personal trainer’s clientele, based on if they assisted in selling products to their gyms. No discounts have of yet been discussed.
In addition, we foresee conducting a YouTube campaign to try and interest health related distributors and individuals in purchasing the L3 stretching apparatus. We plan to ship the L-3 to the gyms via a normal shipping agent, DHL or regular mail.
We do not plan on carrying inventory rather will order / store our products from suppliers in the US, EU, or China after the clients order the products from us. This method of operations is known as a “just-in-time” inventory technique. When properly implemented, “just-in-time” inventory techniques ensure that orders are processed without the need for inventory storage or a warehousing, and that orders match supply requests one-to-one. In order to implement “just-in-time” inventory, we must immediately purchase items ordered from one of our suppliers and drop-ship to our client as soon as a purchase is made on our website and payment is confirmed.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in financial and commodity market prices and rates. We do not currently use derivative financial instruments to manage risks related to changes in prices of commodities or interest rates.
Our management will monitor whether financial derivatives become available which could effectively hedge identified risks and management may in the future elect to use derivative financial instruments consistent with our overall business objectives to avoid unnecessary risk and to limit, to the extent practical, risks associated with our operating activities.
Critical Accounting Policies
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our 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, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
5
As of March 31, 2012, the end of the three-month period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.
Item 1A. Risk Factors.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item3. Defaults Upon Senior Securities.
None.
Item4. Mine Safety Disclosures.
Not applicable.
Item5. Other Information.
None.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1).
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3.2
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Bylaws (Incorporated by reference from our Registration Statement on Form S-1).
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31*
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Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Noam Katzav.
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32*
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Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Noam Katzav.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 25, 2012
L3 CORP.
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/s/
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President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors
(who also performs as the Principal Executive and Principal Financial and Accounting Officer)
April 25, 2012
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