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EX-32 - EXHIBIT 32.1 - Moxian, Inc.snci10k321.htm
EX-31 - EXHIBIT 31.1 - Moxian, Inc.snci10k311.htm
EX-32 - EXHIBIT 32.2 - Moxian, Inc.snci10k322.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-K

AMENDMENT NO. 2


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2011

 

 

 

OR

 

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________


SECURE NetCheckIn Inc.

(Name of Registrant in its Charter)


Nevada

333-173172

27-3729742

(State or Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


13118 Lamar Ave

Overland Park, KS 66209

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code: 913.945.1290


Securities registered pursuant to Section 12(b) of the Act:


Common Stock

 

Outstanding Shares at  April 12, 2013

Common Stock, par value $.001 per share

 

3,305,000


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes  [ X ] No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes  [ X ] No


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.

[ X ] Yes  [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).      [ X ] Yes  [  ] No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.          [ X ] Yes  [ ] No


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


Large Accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[X]

 (do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes  [X] No


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $39,000

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨  No ¨


Documents Incorporated by Reference


List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None




1


EXPLANATORY NOTE - AMENDMENT

 

This Amendment No. 2 on Form 10-K/A the period ended December 31, 2011 of SECURE NetCheckIn Inc. (the “Company”) filed with the Securities and Exchange Commission on April 2, 2012 (collectively, the “Original Form 10-K”) and amended on January 7, 2012. The Amendment No. 2 is being filed to (i) revise Item 9A “Control and Procedures”; and (ii) to revise Note 4 to correct the heading in the third column to read “2011 As Originally Presented”; and (iii) to revise Note 5 to the Financial Statements to correct the tax provisions table and the deferred income tax table.

 

No other changes have been made to the Original Form 10-K, and this Form 10-K/A does not reflect any subsequent events occurring after the filing date of the Original Form 10-K or modify or update any other disclosures made in the Original Form 10-K. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of Sarbanes-Oxley Act of 2002, are attached to this First Amendments as Exhibits 31.1, 31.2, 32.1 and 32.2.



2



Item 9A.  Controls and Procedures


(a) Evaluation of Disclosure Controls and Procedures.


The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. See Item 8 of Regulation S-K.  The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in an Internal Control Integrated Framework. The weaknesses in internal control over financial reporting existed as of September 30, 2011 because of the lack of segregation of duties because the Company has one officer and one director.


We identified the following material weaknesses in our internal control over financial reporting as of December 31, 2011. The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only two officers with management functions and therefore there is lack of segregation of duties. In addition, the Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The material weaknesses noted above did not have any significant impact on our operations given the historically limited number of transactions, the current lack of revenue and the high level of oversight by our outside auditors. Our historical financial statements are scrutinized by our board of directors and are discussed with our outside auditors prior to each filing.  Although the Company believes that its current financial staff is appropriate for a company of our size and stage of development, the Company may add additional personnel in this area in the future.


(b) Change in Internal Control Over Financial Reporting.


As a small business, without revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. The Company will continue to work with its external service providers, including its independent auditor and attorneys, as it relates to new accounting principles and changes to SEC disclosure requirements. Furthermore, the Company management does review, and has increased the review of, financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis.  In addition, the Company has segregated responsibilities in a way to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets. Furthermore, the Company continues to work to improve its disclosure controls and procedures that are designed to ensure information required to be disclosed in our Exchange Act reports 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 communication to our management to allow for timely decisions regarding required disclosures. The Company has found that this approach is the most cost effective solution available for the foreseeable future.





3





SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SECURE NetCheckIn Inc.

 

 

 

 

 

 

Dated: April 12, 2013

By:

 /s/ Brandi L. DeFoor

 

 

Brandi L. DeFoor

 

 

Chief Executive Officer, President and Director

 

Dated: April 12, 2013

By:

 /s/ Mark W. DeFoor

 

 

Mark W. DeFoor

 

 

Chief Financial Officer, Secretary and Director

`



4



[snci10ka2v3001.jpg]


 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of SECURE NetCheckIn Inc.

(A Development Stage Company)

Overland Park, KS 66209


We have audited the accompanying balance sheet of SECURE NetCheckIn Inc.  (a development stage company) as of December 31, 2011, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then ended, and for the period from October 12, 2010 (inception) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the year ended December 31, 2010 were audited by other auditors whose report dated March 28, 2011 expressed an unqualified opinion on those financial statements with an explanatory paragraph describing conditions that raised substantial doubt as to the Company's ability to continue as a going concern as discussed in Note 3 to the financial statements.



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


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SECURE NetCheckIn Inc.  (a development stage company) as of December 31, 2011, and the results of their operations and their cash flows for the year then ended, and for the period from October 12, 2010 (inception) to 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 further in Note 3, the Company has incurred significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Tarvaran Askelson & Company, LLP


Laguna Niguel, California

January 7, 2013



5



To the Board of Directors and Shareholders

SECURE NetCheckIn Inc.

Overland Park, Kansas


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the balance sheet of SECURE NetCheckIn Inc. (the “Company”) (A Development Stage Company) as of December 31, 2010 and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010.  The Company’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are 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, we express no such opinion.  Our audit of the financial statements 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, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SECURE NetCheckIn Inc. as of December 31, 2010, and the results of its operations, changes in stockholders’ equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered a loss from operations and is dependent upon the continued sale of its securities or obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Weaver & Martin, LLC.

Kansas City, Missouri

March 28, 2011





6





Item 8. Financial Statements


SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2011 AND DECEMBER 31, 2010


 

 

December 31, 2011

(Restated-see Note 1)

 

 

December 31, 2010

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

$

53

 

$

79

Subscriptions Receivable, net

 

40,000

 

 

-

Deferred offering costs

 

-

 

 

6,760

Property and equipment

 

495

 

 

3,169

 Total current assets

 

40,548

 

 

10,008

 

 

 

 

 

 

TOTAL ASSETS

$

40,548

 

$

10,008

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts Payable

$

6,760

 

$

6,760

Total current liabilities

 

6,760

 

 

6,760

 

 

 

 

 

 

TOTAL LIABILITIES

 

6,670

 

 

6,670 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock, $0.001 par value, authorized: 75,000,000 shares. Zero and Zero Shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively.

 

-

 

 

-

Common stock, $0.001 par value, authorized: 425,000,000 shares. 3,305,000 and 3,100,000 Shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively.

 

3,305

 

 

3,100

Additional Paid in Capital

 

43,110

 

 

169

Accumulated deficit

$

(12,627)

 

$

(21)

Total stockholders’ equity (deficit)

 

33,788

 

 

3,248

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

40,548

 

$

10,008


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




7




SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010



 

 

FOR THE YEAR ENDED DECEMBER 31, 2011

(Restated see Note 1)

 

 

FOR THE YEAR ENDED DECEMBER 31, 2010

 

FOR THE PERIOD OCTOBER 12, 2010 (Inception) THROUGH DECEMBER 31, 2011

(Restated see Note 1)

REVENUE

$

-

 

$

-

$

-

 

 

 

 

 

 

 

 

COST OF GOOD SOLD

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

GROSS PROFIT

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

OPRATING EXPENSES

 

 

 

 

 

 

 

 General and Administrative

 

12,607

 

 

21

 

12,627

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

12,607

 

 

21

 

12,627

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

12,607

 

 

21

 

12,627

 

 

 

 

 

 

 

 

INCOME TAX (BENEFIT) EXPENSE

 

-

 

 

-

 

-

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(12,607)

 

$

(21)

$

(12,627)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

3,156,202

 

 

3,100,000

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

 

(0)

 

 

(0)

 

 


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





8




SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


 

 

Common Stock

 

Preferred Stock

 

Additional Paid-In Capital

 

Accumulated Deficit

 

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

 

 

 

Balance - October 12, 2010

 

-

$

-

 

-

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

3,100,000

 

3,100

 

-

 

-

 

 

-

 

 

-

 

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

-

 

-

 

-

 

 

169

 

 

-

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

-

 

-

 

-

 

 

-

 

 

(21)

 

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

 

169

 

 

(21)

 

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

 

2,146

 

 

-

 

 

2,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

205,000

 

205

 

 

 

 

 

 

40,795

 

 

-

 

 

41,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

-

 

 

-

 

 

(12,607)

 

 

(12,607)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2011

 

3,305,000

$

3,305

 

-

$

-

 

$

43,110

 

$

(12,627)

 

$

33,788



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




9




SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

AND FOR THE PERIOD OCTOBER 22, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


 

 

 

 

 

FOR THE YEAR

ENDED

DECEMBER 31, 2011

(Restated-See Note 1)

 

 

FOR THE YEAR ENDED DECEMBER 310, 2010

 

FOR THE PERIOD FROM

OCTOBER 12, 2010

(INCEPTION) TO

DECEMBER 31, 2011

(Restated-See Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(12,607)

 

$

(21)

 

$

(12,627)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

(Increase) Decrease in deferred offering costs

 

6,760

 

 

(6,760)

 

 

6,760

Increase (Decrease) in accounts payable

 

-

 

 

6,760

 

 

-

(Increase) Decrease in Subscription Receivable

 

(41,000)

 

 

-

 

 

(41,000)

(Increase) Decrease in allowance for Bad Debt-Sub Rev

 

1,000

 

 

-

 

 

1,000

(Increase) Decrease in IP – software

 

2,674

 

 

-

 

 

(495)

Net cash provided by (used in) operating activities

 

(30,566)

 

 

-

 

 

(33,735)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from sale of stock

 

205

 

 

100

 

 

3,305

Additional paid-in capital

 

42,941

 

 

-

 

 

43,110

Net cash provided by financing activities

 

43,146

 

 

100

 

 

46,415

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(27)

 

 

79

 

 

53

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD

 

79

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS END OF PERIOD

$

53

 

 

79

 

$

53

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH TRANSACTIONS:

 

 

 

 

 

 

 

 

           Intellectual property contributed for stock

 

-

 

 

3,169

 

 

-


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




10


Note 1. Restatement of Unaudited Financial Statements.


Upon recommendation by the Company’s management, the board of directors concluded that the Company’s unaudited financial statements for the year period ending December 31, 2011 should be changed as a result of the Company engaging a new independent audit firm. The Company is hereby restating the financial statements in the Original Form 10-K to correct the following items listed below. The impact of the corrections of the errors discussed above on the balance sheet, statements of operations, statement of stockholders’ income (loss), and statement of cash flow, all described in detail below and shown in the accompanying tables.


Balance Sheet Adjustments;


1.

Deferred offering costs decreased ($6,760) from $6,760 to $0 to restate as an expense.

2.

Property and Equipment was decreased ($2,674) from $3,169 to $495 to restate the website hosting portion of the asset to an expense item.

3.

Common stock was decreased ($39,795) from $43,100 to $3,305 to reconcile the common stock and additional paid-in capital allocations of the August 2011 offering and the initial subscription agreement with the founder.

4.

Additional paid-in capital was increased $42,295 from $815 to $43,110 to reconcile the portion of the offering over the par value of the stock.

5.

Accumulated deficit increased by ($11,934) from ($693) to ($12,627) to adjust for the Assets taken as expenses for the period.


The total of these adjustments to the Balance Sheet amounts to a decrease in the restatement of ($9,434).



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF DECEMBER 31, 2011

 

 

 

 

 

 

As Originally Presented

 

 

 Restated Adjustment

 

 

 As Restated

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash

 

$

53

 

$

 (0)

 

 $

53

 

Subscriptions Receivable, net

 

 40,000

 

 

 -

 

 

40,000

 

Deferred offering costs

 

 6,760

 

 

 (6,760)

 

 

-

 

Property and equipment

 

 3,169

 

 

 (2,674)

 

 

495

 

 

 

Total current assets

 

 49,982

 

 

 (9,434)

 

 

40,548

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

 49,982

 

$

 (9,434)

 

$

40,548

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable

$

 6,760

 

$

 -

 

$

6,760

 

 

 

Total current liabilities

 

 6,760

 

 

 -

 

 

 6,760

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 6,760

 

 

 -

 

 

 6,760

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Preferred stock

 

 -

 

 

 -

 

 

 -

 

Common stock

 

 43,100

 

 

 (39,795)

 

 

3,305

 

Additional paid-in capital

 

 815

 

 

 42,295

 

 

43,110

 

Accumulated deficit

 

 (693)

 

 

 (11,934)

 

 

 (12,627)

 

 

 

Total stockholders' equity (deficit)

 

 43,222

 

 

 (9,434)

 

 

 33,788

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

 49,982

 

$

 (9,434)

 

 $

 40,548




11



Statement of Operations Adjustments


1.

Edgarization Expense was decreased ($546) from $546 to $0. This expense line item was adjusted to be included in the General and Administration line item.

2.

Bank Charges was decreased ($127) from $127 to $0. This expense line item was adjusted so that it could be include in the General and Administration line item.

3.

General & Administration was increased $12,607 from $0 to $12,607 to include the line items of Edgarization expense, Bank charges, Deferred offering costs, and Property and equipment.

4.

The Weighted average number of shares outstanding decreased (143,798) from 3,300,000 to 3,156,202 to adjust for the shares issued during the August 2011 offering.

5.

The adjustments to the Statement of Operations increased the Net Loss ($11,934) from ($673) to ($12,607).



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

 STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 As Originally Stated

 

 

 Restated Adjustment

 

 

 As Stated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 



$

 -

 

$

 -

 

   $

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF GOOD SOLD

 

 

-

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 -

 

 

Edgarization expense

 

 

546

 

 

 (546)

 

 

 -

 

 

Bank charges

 

 

127

 

 

 (127)

 

 

 -

 

 

General and Administrative

 

 

-

 

 

 12,607

 

 

 12,607

 

TOTAL OPERATING EXPENSES

 

 

673

 

 

 11,934

 

 

 12,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

673

 

 

 11,934

 

 

 12,607

 

INCOME TAX (BENEFIT) EXPENSE

 

 

-

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(673)

 

$

 (11,934)

 

$

 (12,607)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

3,300,000

 

 

 (143,798)

 

 

 3,156,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

 

$

(0)

 

$

(0)

 

$

 (0)




12



Statement of Stockholders’ Income (Loss) Adjustments


1.

Additional paid-in capital increased $1,500 from $646 to $2,146 to adjust for an increase.

2.

Issuance of Common Stock was increased $1,000 from $40,000 to $41,000 to adjust for 5,000 shares that had not been included on the stock register correctly.

3.

Net Income (loss) was increased by ($11,934) from ($673) to ($12,607) to adjust for the Assets taken as expenses for the period.



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011

As Originally Stated

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

Balance - October 12, 2010

 

-

$

-

 

-

$

-

 

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued-founder for property and equipment

 

3,100,000

 

3,100

 

-

 

-

 

-

 

-

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

-

 

-

 

-

 

169

 

-

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

-

 

-

 

-

 

-

 

(21)

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

169

 

(21)

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

646

 

 

 

646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

200,000

 

40,000

 

 

 

 

 

-

 

 

 

40,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(673)

 

(673)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2011

 

3,300,000

$

43,100

 

 

$

 

$

815

$

(694)

$

43,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




13



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


Restatement Adjustment

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

Balance - October 12, 2010

 

-

$

-

 

-

$

-

 

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued-founder for property and equipment

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

1,500

 

 

 

1,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

5,000

 

(39,795)

 

 

 

 

 

40,795

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(11,934)

 

(11,934)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2011

 

5,000

$

(39,795)

 

 

$

 

$

42,295

$

(11,934)

$

(9,434)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




14



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


As Restated

 

 

 

 

 

 

 

 

 

Common Stock

 

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders’ Equity (Deficit)

 

 

Shares

 

Par Value

 

Shares

 

Par Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - October 12, 2010

 

-

$

-

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued-founder for property and equipment

 

3,100,000

 

3,100

 

-

 

-

 

-

 

-

 

3,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid in capital by founder

 

-

 

 

 

-

 

-

 

169

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

-

 

 

 

-

 

-

 

 

 

(21)

 

(21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2010

 

3,100,000

 

3,100

 

-

 

-

 

169

 

(21)

 

3,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital by founder

 

-

 

-

 

-

 

-

 

2,146

 

 

 

2,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

205,000

 

205

 

 

 

 

 

40,795

 

 

 

41,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

(12,607)

 

(12,607)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –

December 31, 2011

 

3,305,000

$

3,305

 

-

$

-

$

43,110

$

(12,627)

$

33,788




15


Statement of Cash Flows


1.

Net income (loss) was increased ($11,934) from ($673) to ($12,607) to include the line items of Edgarization expense, Bank charges, Deferred offering costs, and Property and equipment.

2.

(Increase) Decrease in Deferred offering costs increased $6,760 from $0 to restate as an expense.

3.

(Increase) Decrease in Subscription Receivable increased ($1,000) from ($40,000) to ($41,000) to adjust for the proper accounting method.

4.

(Increase) Decrease in Allowance for Bad Debt – Sub Rcv increased $1,000 from $0 to $1,000 to adjust for any uncollectable receivables.

5.

(Increase) Decrease in IP-Software increased ($2,674) from $0 to $2,674 to adjust for the expense portion of the Property and equipment.

6.

Proceeds from sale of stock decreased ($39,795) from $40,000 to $205 to adjust for the portion of the proceeds attributable to the par value of the shares.

7.

Additional paid-in capital increased $42,295 from $646 to $42,941 to adjust for the portion of the stock sale above the par value.


SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Originally Presented

 

 

Restatement Adjustment

 

 

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

  (673)

 

$

  (11,934)

 

$

  (12,607)

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

 

 

to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

 

 

(Increase) Decrease in deferred offering costs

 

 -

 

 

 6,760

 

 

  6,760

 

 

Increase (Decrease) in accounts payable

 

 -

 

 

  -

 

 

 -

 

 

(Increase) Decrease in Subscription Receivable

 

(40,000)  

 

 

  (1,000)

 

 

  (41,000)

 

 

(Increase) Decrease in Allowance for Bad Debt - Sub Rcv

 

 -

 

 

 1,000

 

 

  1,000

 

 

(Increase) Decrease in IP - Software

 

 -

 

 

2,674

 

 

  2,674

 

 

 

Net cash provided by (used in) operating activities

 

 (673)

 

 

(29,893)

 

 

(30,566)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of stock

 

  40,000

 

 

  (39,795)

 

 

  205

 

 

Additional paid-in capital

 

646

 

 

42,295

 

 

 42,941

 

 

 

Net cash provided by financing activities

 

  40,646

 

 

2,500

 

 

 43,146

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(27)

 

 

0

 

 

(27)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

 

 79

 

 

  -

 

 

 79

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

$

53

 

$

(0)

 

$

53

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH TRANSACTIONS:

 

 

 

 

 

 

 

 

       Intellectual property contributed for cash

$

3,169

 

$

(3,169)

 

$

-

       Stock subscription receivable

 

40,000

 

 

(40,000)

 

 

-




16



Note 2. Nature of Operations and Summary of Significant Accounting Policies


Nature of Operations


Secure NetCheckIn Inc. (the “Company”), was incorporated in the State of Nevada on October 12, 2010.


The Company offers a cloud-based scheduling and notification product targeted to urgent care facilities and medical offices to increase the satisfaction of patients in scheduling and timing of appointments.


Development Stage


The Company is considered to be in the development stage as defined by ASC 915. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital, and the implementation of the business plan.


Basis of Presentation

The accompanying audited financial statements have been prepared in accordance with the instructions to Securities and Exchange Commission (“SEC”) form 10-K and Article 8 of SEC Regulation S-X. The financial statements of the Company for years ended December 31, 2011 and December 31, 2010 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  

Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2011, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000.


Risks and Uncertainties


The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

Use of Estimates and Assumptions


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 and 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.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.



17


Cash and Cash Equivalents


The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2011, the Company had no cash equivalents.


Revenue Recognition


The Company has not generated any revenues since entering the development stage. It is the Company's policy that revenues will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition". Under ASC Topic 605-10-25, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.


Share-Based Compensation


The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”). This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.


As of December 31, 2011, there were no outstanding employee stock options.


Earnings (Loss) per Share


Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. There were no dilutive potential common shares as of December 31, 2011. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.



18


Fair Value of Financial Instruments


The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.


The following are the hierarchical levels of inputs to measure fair value:


·

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


·

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.


·

Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.


The Company's financial instruments consisted primarily of cash and accounts payable. The carrying amounts of the Company's financial instruments generally approximate their fair values as of December 31, 2011, due to the short-term nature of these instruments.


Income Taxes


The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”). ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.


The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” – An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2011 and December 31, 2010, the Company did not record any liabilities for uncertain tax positions.


Recent Accounting Pronouncements


Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.



19


Note 3. Going Concern


As reflected in the accompanying audited financial statements, the Company has a net loss of ($12,607) and net cash used in operations of ($30,566) for the year ended December 31, 2011, and a deficit accumulated during the development stage of ($12,627) at December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations is dependent on Management's plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, which may include term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.


The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.


The accompanying audited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.


Note 4 – Property And Equipment


Property and equipment consisted of the following as of December 31, 2011 and December 31, 2010.


 

 

2011

(Restated

see Note 1)

 

Restated Adjustment

 

2011

As Originally Presented

 

 

2010

 

 

 

 

 

 

 

 

 

 

Software

495

$

2,674

 

$

3,169

 

 

$

3,169

Other

 

-

 

-

 

 

 

 

 

-

 

495

$

2,674

 

3,169

 

 

 $

3,169 




20


Note 5. Income Taxes


The Company adopted ASC Topic 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.


For income tax reporting purposes, the Company's aggregate unused net operating losses approximate $12,577 which expires in various years through 2029, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.


Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership changes of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined.


The provision (benefit) for income taxes from continued operations for the years ended December 31, 2011 and the year ended December 31, 2010 consist of the following:


 

 

2011

 

 

2010

Current:

 

 

 

 

 

Federal

 

$

4,293

 

 

$

7

State

 

 

505

 

 

 

1

 

 

 

 

 

 

 

 

Deferred Tax Asset:

 

 

 4,798

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Valuation allowance

 

 

4,798

 

 

 

 8



The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:


 

 

 

 

 

 

 

 

 

2011

 

 

2010

 

Statutory federal income tax rate

 

 

34

%

 

 

34

%

State income taxes and other

 

 

4

%

 

 

4

%

Change in valuation allowance

 

 

(38)

%

 

 

(38)

%

 

 

 

 

 

 

 

 

 

Effective tax rate

 

 

0

%

 

 

0

%

 

 

 

 

 

 

 

 

 




21


Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:


 

 

 

 

 

 

 

 

 

 

 

2011

 

 

2010

 

 

 

 

 

 

 

 

Net operating loss carry forward

 

 

12,627

 

 

 

21

 

Valuation allowance

 

 

(12,627)

 

 

 

(21)

 

 

 

 

 

 

 

 

 

 

Deferred income tax asset

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 


Note 6. Stockholders’ Equity


In October 2010 (inception), the Company issued 3,100,000 shares of common stock to its president and director of the Company at $0.001 per share, in exchange for $100.00 in cash and property valued at $3,169. The property was valued at its historical costs.


In August 2011, the Company issued 205,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables. As of December 31, 2011 the company has recorded subscription receivable in the amount of $41,000 and has reserved $1,000 as allowance for doubtful account.


Note 7 – Subsequent Event


The company received $40,000 subsequent to December 31, 2011 related to subscription receivable.



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