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S-1 - PROSALUTIS HOLDINGS INC.wttjs1may72012.htm
EX-5 - PROSALUTIS HOLDINGS INC.exhibit51.htm
EX-23 - PROSALUTIS HOLDINGS INC.exhibit231.htm
EX-10 - PROSALUTIS HOLDINGS INC.fsmar312012.htm














WTTJ CORP.



FINANCIAL STATEMENTS



DECEMBER 31, 2011








 

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T   727.421.6268   F   727.674.0511


Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders:

WTTJ CORP.


I have audited the balance sheets of WTTJ CORP. as of December 31, 2011 and 2010 and the related statement of operations, changes in stockholders’ equity, and cash flows for the years then ended and the period May 16, 2007 (date of inception) through December 31, 2011. These financial statements were the responsibility of the Company’s management.  My responsibility was to express an opinion on these financial statements based on my audits.  


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement.  The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.  My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, I express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provide a reasonable basis for my opinion.


In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Plaster Caster, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and the period May 16, 2007 (date of inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Further information and management’s plans in regard to this uncertainty were also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

January 13, 2012









WTTJ CORP.

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECEMBER 31,

DECEMBER 31,

 

 

 

 

 

 

2011

2010

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

Cash

 

 

 

 

 

 $                        3

 $                        800

Subscription receivable

 

 

 

 

                          -   

                              -   

Total Current Assets

 

 

 

 

                           3

                           800

 

 

 

 

 

 

 

 

FIXED - AT COST

 

 

 

 

 

 

Computer equipment

 

 

 

 

                    2,353

                              -   

Less: Accumulated depreciation

 

 

 

                      (335)

                              -   

 

 

 

 

 

 

 

 

Net Fixed Assets

 

 

 

 

                    2,018

                              -   

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

                    2,021

                           800

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER EQUITY

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

 

 

 

 $                 3,500

 $                           -   

Due to shareholder

 

 

 

 

                    1,186

                        3,116

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

                    4,686

                        3,116

 

 

 

 

 

 

 

 

STOCKHOLDER EQUITY

 

 

 

 

 

Commons shares, no par value, authorized - 1,000,000

 

 

 

 

 - issued and outstanding - 643,000 (December 31, 2010 - 500,000)

 

                  14,375

                             75

RETAINED EARNINGS(DEFICIT)

 

 

 

                 (17,040)

                      (2,391)

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDER EQUITY

 

 

 

                   (2,665)

                      (2,316)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER EQUITY

 

 $                 2,021

 $                        800

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.








WTTJ CORP.

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 FROM

 

 

 

 

 

 

 

 INCEPTION

 

 

 

 

YEAR ENDED

 MAY 16, 2007

 

 

 

 

DECEMBER 31,

 TO DECEMBER

 

 

 

 

 

2011

 2010

 31, 2011

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 $                -   

 $                -   

 $                   -   

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

General and administrative

 

 

 

           14,649

             2,316

               17,040

 

 

 

 

 

 

 

 

Total Expenses

 

 

 

           14,649

             2,316

               17,040

 

 

 

 

 

 

 

 

NET INCOME(LOSS)

 

 

 

 $      (14,649)

 $        (2,316)

 $          (17,040)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES

 

 

 

 

  OUTSTANDING

 

 

 

         621,406

         500,000

 

 

 

 

 

 

 

 

 

NET INCOME(LOSS) PER SHARE

 

 

 $          (0.02)

 $                -   

 

 

 

 

 

 

 

 

 











The accompanying notes are an integral part of these financial statements.








WTTJ CORP.

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

(UNAUDITED)

 

 

 

 

 

 FROM

 

 

 

 

 

 

 

 INCEPTION

 

 

 

 

 

YEAR ENDED

 MAY 16, 2007

 

 

 

 

 

DECEMBER 31,

 TO DECEMBER 31,

 

 

 

 

 

2011

 2010

  2011

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net income(loss)

 

 

 

 $         (14,649)

 $                (2,316)

 $                 (17,040)

Adjustment to reconcile net loss to net cash

 

 

 

 

used in operating activities:

 

 

 

 

                              -   

Depreciation

 

 

 

                  335

 

                           335

Changes in operating assets and liabilities:

 

 

 

 

Accounts payable

 

 

 

               1,500

                          -   

                        3,500

Net cash used in operating activities

 

 

            (12,814)

                   (2,316)

                    (13,205)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Advances from an officer

 

 

 

                    70

                    3,116

                        1,186

Issuance of common stock

 

 

 

             14,300

                          -   

                      14,375

Net cash provided by financing activities

 

             14,370

                    3,116

                      15,561

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Purchase of computer equipment

 

 

              (2,353)

                          -   

                      (2,353)

Net cash used in investing activities

 

 

              (2,353)

                          -   

                      (2,353)

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

                 (797)

                       800

                               3

 

 

 

 

 

 

 

 

CASH, Beginning of period

 

 

                  800

                          -   

                              -   

CASH, End of period

 

 

 

 $                   3

 $                    800

 $                            3

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

 

 

 

Interest paid

 

 

 

 $                  -   

 $                       -   

 $                           -   

 

Income taxes paid

 

 

 $                  -   

 $                       -   

 $                           -   


The accompanying notes are an integral part of these financial statements.








WTTJ CORP.

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

STATEMENT OF STOCKHOLDERS' EQUITY

 

 

 

FROM DECEMBER 31, 2009 TO DECEMBER 31, 2011

 

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMON STOCK

ACCUMULATED

 

 

 

 

SHARES

AMOUNT

DEFICIT

TOTALS

 

 

 

 

 

 

 

Balance - December 31, 2009

     500,000

                75

                          (75)

                 -   

 

 

 

 

 

 

 

Net loss - December 31, 2010

               -   

                 -   

                     (2,316)

         (2,316)

 

 

 

 

 

 

 

Balance - December 31, 2010

     500,000

                75

                     (2,391)

         (2,316)

 

 

 

 

 

 

 

Issuance of stock for cash

     143,000

         14,300

                            -   

         14,300

 

 

 

 

 

 

 

Net loss - December 31, 2011

 

 

                   (14,649)

       (14,649)

 

 

 

 

 

 

 

Balance - December 31, 2011

     643,000

 $      14,375

 $                (17,040)

 $      (2,665)

 

 

 

 

 

 















The accompanying notes are an integral part of these financial statements.








WTTJ CORP.

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

December 31, 2011 and 2010


Note 1 - Organization and Summary of Significant Accounting Policies:


Organization:


WTTJ CORP. (the “Company”) was organized in the State of Michigan on May 16, 2007.  The Company’s primary business activity is to acquire or commence a commercially viable operation


The Company’s fiscal year end is December 31.


Basis of Presentation – Development Stage Company:


The Company has not earned any revenues from limited principal operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification No. 915 “Development Stage Entities”(“ASC 915”).  Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

  

Basis of Accounting:


The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.  The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:


Cash and Cash Equivalents:


The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.


Use of Estimates:


These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.








Computer Equipment:


Computer equipment is recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful life of the asset.

Net Loss Per Share:


Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.


Stock-Based Compensation


The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the percentage of awards which will be forfeited, stock volatility, the expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation expense and the Company's results of operations could be materially impacted.


The Company may also issue restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.   The Company recognizes these service expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.  When stock is issued as payment for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions.  If stock is issued in advance of service performance expense is recognized ratably over the requisite service period.


As of December 31, 2011 there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted and no stock based compensation.









Note 2 – Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  For the period from inception through December 31. 2011, the Company has had limited operations.  As of December 31, 2011, the Company has not emerged from the development stage.  In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to commence a commercially viable operation and to achieve a level of profitability.  The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


Note 3 – Federal Income Taxes:


The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”).  “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.


Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary differences  between the carrying amounts of assets and liabilities for financial  statement  purposes  and the  amounts  used for  income  tax purposes.   Significant   components  of  the  Company's  deferred  tax liabilities and assets as of December 31, 2011 are as follows:


 Deferred tax assets:

                   Federal and state net operating loss        

$             

        17,040

                   Equity instruments issued for compensation       

                  -

                                                                

   

             Total deferred tax assets                

                       17,040

                   Less valuation allowance                        

                      (17,040)

$                      --====


Note 4 – Capital Stock Transactions:


The Company issued 500,000 shares of common stock for a cash consideration of $75 in 2007.

During the year the Company issued 143,000 shares of common stock for cash totaling $14,300.











Note 5 – Related Party Transactions


The Company is presently funding its operating expense through the support of the majority shareholder.  These advances, which are non-interest bearing and due on demand, are considered temporary in nature.  The majority shareholder does not have a commitment to fund future operations.


The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


The Company has limited need for office space. The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.   


The above transactions may not reflect the results had the terms and conditions been incurred with unrelated parties.  


Note 6 – Financial Accounting Developments:


Recently Issued Accounting Pronouncements


In December 2010, the Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) 2010-28, “Intangible – Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes became effective for the Company beginning January 1, 2011. The adoption of this ASU did not have a material impact on the Company’s financial statements.










     



Note 6 – Financial Accounting Developments:(continued)


Recently Issued Accounting Pronouncements


In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosure requirements were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes which became effective for the Company beginning January 1, 2011 have not had an impact on the Company’s disclosures but may impact disclosures for future business combinations depending on acquisitions that are made in such periods.


In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” (“ASU 2011-04”). This guidance contains certain updates to the fair value measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements, including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. The provisions of this update are effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The Company’s adoption of this standard is not expected to have a significant impact on the Company’s fair value measurements, financial condition, results of operations or cash flows.


In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. These changes will be effective for the first quarter filing of 2012. The adoption of this update will change the manner in which the Company presents comprehensive income in the future.










Note 6 – Financial Accounting Developments:(continued)


Recently Issued Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other (Topic 350), Testing Goodwill for Impairment.” This update provides companies with the option to perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, a company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it