Moxian, Inc. - FORM 10-K

Attached files

file	filename
EX-31 - EXH 31.1 - Moxian, Inc.	snci10k311.htm
EX-31 - EXH 31.2 - Moxian, Inc.	snci10k312.htm
EX-32 - EXH 32.1 - Moxian, Inc.	snci10k321.htm
EXCEL - IDEA: XBRL DOCUMENT - Moxian, Inc.	Financial_Report.xls
EX-32 - EXH 32.2 - Moxian, Inc.	snci10k322.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K


[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012

	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 May 29, 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


TABLE OF CONTENTS
PART I
Item 1	Business	2
Item 1A	Risk Factors	3
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Submission of Matters to a Vote of Security Holders	5
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 8	Financial Statements	7
Item 9	Changes in and Disagreement with Accountants on Accounting and Financing Disclosure	7
Item 9A	Controls and Procedures	7
Item 9B	Other Information.	9
PART III
Item 10	Directors and Executive Officers	10
Item 11	Executive Compensation	11
Item 12	Security Ownership of Certain Beneficial Owners and Management	11
Item 13	Certain Relationships and Related Transactions	11
Item 14	Principal Accounting Fees and Services	12
PART IV
Item 15	Exhibits	13
Signatures		14

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that look to future events and consist of, among other things, statements about our anticipated future income including the amount and mix of revenue among type of product, category of customer, geographic region and distribution method and our anticipated future expenses and tax rates. Forward-looking statements include our business strategies and objectives and include statements about the expected benefits of our strategic alliances and acquisitions, our plans for the integration of acquired businesses, our continued investment in complementary businesses, products and technologies, our expectations regarding product acceptance, product and pricing competition, cash requirements and the amounts and uses of cash and working capital that we expect to generate and statements including such words as “may,” “believe,” “plan,” “expect,” “anticipate,” “could,” “estimate,” “predict,” “goals,” “continue,” “project,” and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks, uncertainties and assumptions that are difficult to predict, including those identified below in Item 1A, “Risk Factors” as well as in Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. Therefore, our actual results may differ materially and adversely from those expressed in any forward-looking statements. We cannot assume responsibility for the accuracy and completeness of forward-looking statements, and we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Item 1. Business

SECURE NetCheckIn Inc. was incorporated under the laws of the state of Nevada on October 12, 2010. The Company's principal offices are located at 13118 Lamar Ave, Overland Park, KS 66209. Our telephone number there is 913.945.1290. We are in the process of developing and improving our website at www.securenetcheckin.com.

The Company owns and is continuing to improve and develop a product that allows physician practices, healthcare centers, urgent care centers (collectively, “Healthcare Centers”) and their clients to manage appointments and client information online using a web-based portal. From its inception through the date of this registration, the Company has beta-tested its product at a local urgent care facility where approximately 1,862 unique users have signed up and used the system as of May 2013.

The Company offers a web-based back office system for Healthcare Centers which allows the office staff or physician to modify the schedule based on the physician’s availability. Should the office fall behind, the system automatically notifies all future appointments of the delay. Patients have the ability to know exactly when they will be seen without waiting. In addition, information entered by the patient such as personal history and insurance information can integrated into and made part of the patient’s records. Next phases of product development would integrate these records into other electronic medical record (“EMR”) systems.

The Company registered its common stock on a Form S-1 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(b) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

As of December 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception.

The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholder, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable.

Item 1A. Risk Factors.

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

We have limited resources and no revenues from operations and will need additional financing in order to execute any business plan.

We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the Company's business model is more fully executed and we cannot ascertain our full capital requirements until such time.

If we do not obtain additional financing, our business will fail.

Our business plan calls for ongoing expenses in connection with the development of the business of the Company. We have not generated any revenue from operations to date. We may not be able to implement our business plan without obtaining additional financing. If this financing is not available or obtainable, investors may lose a substantial portion or all of their investment. If adequate funds are not available to satisfy our immediate or intermediate capital requirements, we will limit our operations significantly. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. The most likely source of future funds presently available to us is through the sale of additional shares of common stock, which could result in dilution to existing shareholders and their interest may be subordinate to the rights and preferences of the holders of new equity shares.

The Company has a lack of profit and uncertain profit outlook.

The Company has no history in operating its business on which to evaluate the Company and its prospects. If customers do not adopt the Company’s products and services due to the Company’s operating history, the Company’s profits will be significantly and negatively affected. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered in this context.

There may be conflicts of interest between our management and non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal pecuniary interest and their fiduciary duty to our stockholders. We cannot assure you that conflicts of interest among us, our management and our stockholders will not develop.

If the Company does not generate sales in a timely manner, the Company may run out of cash.

The Company’s business plan is dependent on sales. We have limited marketing and sales resources, so the Company cannot determine with any certainty when it will generate revenue. The Company will hire staff and incur recurring expenses and plans to increase staffing and expense levels in anticipation of revenues assuming proceeds from this Offering make such expenditures feasible. In the event that revenues do not occur in a timely manner, the Company will need to dramatically reduce costs and may run out of cash.

If the market chooses to buy competitive products and services, the Company will not be financially viable.

Although the Company believes that its products will be of commercial usefulness, there is no verification by the marketplace that the Company’s products and services will be purchased by customers. If the market chooses to buy competitive products and services, it may be more difficult for the Company to be profitable and the Company's business would be substantially harmed. The Company believes that the purchase of its products is also highly dependent on perceptions of risk, financial viability of the Company, ability to provide related services and support, and other factors including brand perception, references, and commercial linkage between these sales and other products and services. If the Company is not able to manage these perceptions, it may not be able to meet its forecasts and projections.

The Company’s competitors are larger and have greater resources, giving them the ability to utilize commercial practices that prevent customers from buying the Company’s products and services.

The Company's competitors are other software development companies, especially those that are focused on offering electronic medical record solutions such as Cerner. Many of our competitors are larger and have resources greater than those of the Company; therefore, there can be no assurance that potential customers will buy from the Company, as opposed to the Company's competitors. If potential customers do not buy from the Company, the Company's business would be significantly harmed. Competitors may also have greater leverage and stronger relationships with their customers, as well as the ability to offer lower prices, which could affect the Company’s ability to procure customers or cause customers to change vendors.

We may be unable to obtain listing of our common stock on a more liquid market.

We have filed our application to be quoted on the FINRA'S OTC Bulletin Board ("OTCBB"), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on the OTCBB or any automated quotation system or national securities exchange.

The Company must develop a delivery and support infrastructure to be viable in the market.

The Company is in an early stage of development, and if the Company does not develop the necessary infrastructure to support its customers, its business could suffer or fail. For example, sales and support and the corresponding infrastructure must be put in place to drive revenue. Failure to put in that system would likely cause the business to fail.

The Company’s business plan is highly sensitive to many factors, and thus Company performance is not easily predictable.

Software development is a quickly changing environment and is sensitive to many factors, including competition with larger companies, market demand, research and development expenditures, and the ability to stay competitive in the applicable industry. Given these and other market factors, the Company cannot predict with certainty its short- and long-term performance and profitability. In addition, even if the Company achieves profitability, given these many factors affecting the Company’s business, the Company may not be able to maintain profitability in the future.

If the Company does not manage growth effectively, the Company’s business could be harmed.

Resource infrastructure and a significant sales plan will be required to realize the Company’s growth strategy. Operations growth will place significant demands on the management and other resources of the Company, which demands are likely to continue. To manage future growth, the Company will need to continue to attract, hire and retain highly skilled and motivated officers, managers and employees for:


	1.	Sales, marketing, business development and customer service;
	2.	Technical support, software development and integration;
	3.	Operational and financial management; and
	4.	Training, integrating and managing the growing employee base.

The Company may not be successful in selecting, managing or expanding its operations and markets or maintaining adequate management, financial and operating systems and controls. The Company may not be able to achieve desired geographic expansion without additional investment.

Experience of management may not be adequate to achieve projections.

While the Company’s officers have history in working with growth companies, there is no guarantee that such experience will ensure that the company will reach its projections. Success in this industry has many factors that our management team cannot control: the general economy; rapid deployment of competitor offerings; ability to protect our intellectual property; and other macroeconomic factors.

Item 2. Properties

The Company has no properties and at this time has no agreements to acquire any properties. The Company has office space, without charge, provided by the company’s officers, Brandi L. DeFoor and Mark W. DeFoor. We intend to use these facilities for the time being until we feel we have outgrown them.

Item 3. Legal Proceedings

There is no litigation pending or threatened by or against the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

On October 24, 2011, the Company held a special shareholders’ meeting where Mark W. DeFoor was elected as a director of the Company.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

There is currently no public market for the Company's securities. The Company is currently in the process of applying for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible. As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board.

As of December 31, 2012, there were 39 shareholders of record of our common stock. The Company has not paid any dividends and does intend to declare or pay any cash dividends in the foreseeable future.

The Company has retained vStock Transfer, LLC of 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 as its transfer agent.

Item 6. Selected Financial Data.

There is no selected financial data required to be filed for a smaller reporting company.

Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations

Revenue. The Company is not currently generating revenues. As of December 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception. The Company is currently focusing on generating revenue by driving traffic to its website and by having its officers drive sales through their network of business contacts.

Property and Equipment. The Company currently owns no equipment.

Total Expenses. The Company incurred operating expenses for the year ended December 31, 2012, in the amount of $33,572.

Net Income (Loss). The Company incurred losses for the year ended December 31, 2012, in the amount of ($33,572).

Off Balance Sheet Arrangements. We do not have any off balance sheet arrangements as of December 31, 2012.

In 2011, the Company exchanged 205,000 shares of its common stock for non-interest bearing receivables equal to $41,000.


Balance Sheet Data		12/31/2012		12/31/2011
Cash	$	271	$	53
Total Assets	$	766	$	40,548
Total Liabilities	$	550	$	6,760
Shareholders’ Equity	$	216	$	33,788

Critical Accounting Estimates

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

Effect of Recently Issued Accounting Pronouncements

In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts payable and credit cards payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2012, the Company did not have any other financial instruments.

Item 8. Financial Statements and Supplementary Data

The audited financial statements for the year ended December 31, 2012 and 2011 are attached hereto beginning on Page 14.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have no reportable events or disagreements with our current or prior auditors.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2012, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee. While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

We did not maintain appropriate cash controls. As of December 31, 2012, the Company did not require dual signature on the Company’s bank accounts. Alternatively, the effect of this cash control issue was mitigated by the fact that the Company had limited transactions in its bank account.

We did not elect a Chief Financial Officer. During 2012, Mark W. DeFoor acted as interim Chief Financial Officer even though he had not been duly elected by the board of directors. This issue was mitigated by the fact that the Company subsequently elected Mr. DeFoor as Chief Financial Officer on June 14, 2013, and his actions as interim Chief Financial officer did not affect any financial outcomes.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by COSO.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to an exemption of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. Accordingly, our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2012 has not been audited by our auditors, Tarvaran & Askelson or any other independent registered accounting firm.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information. Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance;

The Directors and Officers of the Company are as follows, whose terms expire at such time as their successors shall be elected and qualified, are as follows: :


Name	Age	Offices Held	Business Experience
Brandi L. DeFoor 13108 Lamar Ave Overland Park, KS 66209	42	CEO since October 12, 2010. President from October 12, 2010 through June 14, 2013. Secretary from October 12, 2010 through October 24, 2011. Elected Secretary and treasurer on June 14, 2013	Since 2011, Ms. DeFoor has operated The Talento Group LLC, a full service staffing and consulting company. Prior to Talento, Ms. DeFoor operated as an independent consultant assisting companies with technology and operations issues..

Mark W. DeFoor 13108 Lamar Ave Overland Park, KS 66209	42	President and Chief Financial Officer since June 14, 2013. Secretary from October 24, 2011 through June 14, 2013.	For the past 20 years, Mr. DeFoor has owned and operated a variety of companies with a focus on improving process through technology. In 2008, Mr. DeFoor took Title Starts Online, Inc. public, and he sold his shares in that company as part of a merger in 2009. Most recently, Mr. DeFoor works with a company that is defining, building, and implementing a scalable mortgage division of a locally owned community bank. He also works as a consultant to start up companies.

Management of the Company

The Company has no full time employees. Brandi L. DeFoor and Mark W. DeFoor are the officers and directors of the Company. Ms. DeFoor is the majority stockholder. Ms. DeFoor and Mr. DeFoor will allocate a limited portion of time to the activities of the Company without compensation. Potential conflicts may arise with respect to the limited time commitment by management and the potential demands of the activities of the Company.

There are no agreements or understandings for the officers or directors to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.

Directors are elected to serve until the next annual meeting of stockholders and until their successor has been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

There are no agreements or understandings for the above-named officers or directors to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor will act at the direction of any other person.

Code of Ethics.

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has a sole stockholder and who serves as the director and officer. The Company has no operations or business and does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions which would be subject to this code.

Corporate Governance.

For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of one stockholder who serves as the corporate directors and officers. the Company has no activities, and receives no revenues. At such time that the Company has additional stockholder and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there is only one stockholder of the Company, there is no established process by which stockholder to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more stockholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors.

Item 11. Executive Compensation

The Company's officers and directors do not receive any compensation for services rendered to the Company, nor have they received such compensation in the past. The officers and directors are not accruing any compensation pursuant to any agreement with the Company.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

The Company does not have a compensation committee for the same reasons as described above.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of December 31, 2012, each person known by the Company to be the beneficial owner of five percent or more of the Company's common stock and the director and officer of the Company. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.

Name and Address

Amount of Beneficial Ownership

Percent of Outstanding Stock

Brandi L. DeFoor

13108 Lamar Ave.

Overland Park, KS 66209

3,100,000

93.94%

Brandi L. DeFoor may be deemed to be a “parent” or “promoter” of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her direct holdings in the Company.

Item 13. Certain Relationships and Related Transactions and Director Independence

Brandi L. DeFoor is CEO, president and a director of the company and the sole stockholder. Mark W. DeFoor is Vice President, Secretary and a director of the Company. The DeFoors provide office space to the Company on a rent-free basis.

Item 14. Principal Accounting Fees and Services.

The Company has limited activities, no income and minimal expenses except for independent audit and Nevada state fees. The Company's president has donated her time in preparation and filing of all state and federal required taxes and reports.

Audit Fees

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:


Audit related fees as of December 31, 2012:	$	15,155

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

PART IV

Item 15. Exhibits

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.

Exhibit Index


Exhibit Number	Description
23.1	Report of Independent Accounting Firm⁽¹⁾
31.1	Chief Executive Officer Certification under Section 302 of Sarbanes-Oxley Act of 2002⁽¹⁾
31.2	Chief Financial Officer Certification under Section 302 of Sarbanes-Oxley Act of 2002⁽¹⁾
32.1	Chief Executive Officer Certification under Section 906 of Sarbanes-Oxley Act 2002⁽¹⁾
32.2	Chief Financial Officer Certification under Section 906 of Sarbanes-Oxley Act 2002⁽¹⁾
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Changes in Stockholders’ Income (Loss) (iv) Statements of Cash Flows, and (v) Notes to Financial Statements.⁽¹⁾

(1)

Filed herewith.

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: June 24, 2013	By:	/s/ Brandi L. DeFoor
		Brandi L. DeFoor
		Chief Executive Officer, Secretary and Director


Dated: June 24, 2013	By:	/s/ Mark W. DeFoor
		Mark W. DeFoor
		Chief Financial Officer, President and Director

SECURE NetCheckIn Inc.

(A Development Stage Company)

Financial Statements

December 31, 2012 and 2011


SECURE NetCheckIn Inc. CONTENTS
Report(s) of Independent Registered Public Accounting Firm	F – 1 to F - 2
Balance Sheets – December 31, 2012 and December 31, 2011	F – 3
Statements of Operations – Year Ended December 31, 2012 and 2011, and October 12, 2010 (Inception) to December 31, 2012	F – 4
Statement of Stockholders’ Deficit – October 12, 2010 (Inception) to December 31, 2012	F – 5
Statements of Cash Flows – Year Ended December 31, 2012 and 2011, and October 12, 2010 (Inception) to December 31, 2012	F – 6
Notes to Financial Statements	F - 7 to F – 11

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 sheets of SECURE NetCheckIn Inc. (an development stage company) as of December 31, 2012 and 2011, and the related statements of income, stockholders' deficit, and cash flows for the years then ended and for the period October 12, 2010 (date of inception) to December 31, 2012. 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 period October 12, 2010 (date of inception) through December 31, 2010 were audited by other auditors whose reports expressed unqualified opinions on those statements. The financial statements for the period from October 12, 2010 (date of inception) through December 31, 2010 include total revenues and net loss of zero and $21, respectively. Our opinion on the statements of operations, stockholder’s equity (deficit) and cash flow for the period from October 12, 2010 (date of inception) through December 31, 2010, insofar as it relates to amounts for periods through December 31, 2012, is based solely on the reports of other auditors.

We conducted our audits 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 audits 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. as of December 31, 2012 and 2011 and the results of their operations and their cash flows for the years then ended and from October 12, 2010 (date of inception) to December 31, 2012 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 2, the Company has incurred significant losses and has an accumulated deficit at December 31, 2012. 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 2. 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

June 21, 2013

F - 1

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

F - 2

Item 8. Financial Statements

SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2012 AND DECEMBER 31, 2011


		December 31, 2012		December 31, 2011
ASSETS
CURRENT ASSETS
Cash	$	271	$	53
Subscriptions Receivable, net		-		40,000
Property and equipment		495		495
Total current assets		766		40,548

TOTAL ASSETS	$	766	$	40,548

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts Payable	$	550	$	6,760
Total current liabilities		550		6,760

TOTAL LIABILITIES		550		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, 2012 and December 31, 2011, 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, 2012 and December 31, 2011, respectively.		3,305		3,305
Additional Paid in Capital		43,110		43,110
Accumulated deficit	$	(46,199)	$	(12,627)
Total stockholders’ equity (deficit)		216		33,788

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	766	$	40,548

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

F - 3

SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


		FOR THE YEAR ENDED DECEMBER 31, 2012		FOR THE YEAR ENDED DECEMBER 31, 2011		FOR THE PERIOD OCTOBER 12, 2010 (Inception) THROUGH DECEMBER 31, 2012
REVENUE	$	-	$	-	$	-

COST OF GOOD SOLD		-		-		-

GROSS PROFIT		-		-		-

OPRATING EXPENSES
General and Administrative		33,572		12,607		46,199

TOTAL OPERATING EXPENSES		33,572		12,607		46,199

NET LOSS BEFORE INCOME TAXES		33,572		12,607		46,199

INCOME TAX (BENEFIT) EXPENSE		-		-		-

NET INCOME (LOSS)	$	(33,572)	$	(12,607)	$	(46,199)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		3,305,000		3,156,202

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE		(0)		(0)

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

F - 4

SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2012


	Common Stock			Preferred Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares		Par Value	Shares		Par Value	Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
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

Net Income (Loss)	-		-	-		-		-		(33,572)		(33,572)

Balance December 31, 2012	3,305,000	$	3,305		$	-	$	43,110	$	(46,199)	$	216

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

F - 5

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 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2012


	FOR THE YEAR ENDED DECEMBER 31, 2012			FOR THE YEAR ENDED DECEMBER 31, 2011	FOR THE PERIOD FROM OCTOBER 12, 2010 (INCEPTION) TO DECEMBER 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(33,572)	$	(12,607)	$	(46,199)
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		-
Increase (Decrease) in accounts payable		(6,210)		-		550
(Increase) Decrease in Subscription Receivable		40,000		(41,000)		(1,000)
(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		33,790		(30,566)		55

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		-		205		3,305
Additional paid-in capital		-		42,941		43,110
Net cash provided by financing activities		-		43,146		46,415

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		218		(26)		271

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD		53		79		-

CASH AND CASH EQUIVALENTS END OF PERIOD	$	271	$	53	$	271

SUPPLEMENTAL NON-CASH TRANSACTIONS:
Intellectual property contributed for stock	$	-	$	-	$	-

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

F - 6

SECURE NETCHECKIN INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Note 1. 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, 2012 and December 31, 2011 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, 2012, 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.

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, 2012, the Company had no cash equivalents.

F - 7

SECURE NETCHECKIN INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

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, 2012, 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.

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, 2012, due to the short-term nature of these instruments.

F - 8

SECURE NETCHECKIN INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

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, 2012 and December 31, 2011, 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.

Note 2. Going Concern

As reflected in the accompanying audited financial statements, the Company has a net loss of ($33,572) and net cash provided by operating activities of $33,790 for the year ended December 31, 2012, and a deficit accumulated during the development stage of ($46,199) at December 31, 2012. 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.

F - 9

SECURE NETCHECKIN INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

Note 3. Property And Equipment

Property and equipment consisted of the following as of December 31, 2012 and December 31, 2011.


		2012	2011

Software	$	495	$	495
Other		-		-
	$	495	$	495

Note 4. 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 $46,199 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, 2012 and the year ended December 31, 2011 consist of the following:


	2012		2011
Current:
Federal	$	–	$	–
State		–		–

Deferred:
Federal	$	–	$	–
State	$	–	$	–
		–		–
Change in valuation allowance		–		–

(Benefit) provision for income taxes	$	–	$	–

F - 10

SECURE NETCHECKIN INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

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


	2012			2011
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	%

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:


	2012		2011

Net operating loss carry forward	$	17,556	$	4,798
Valuation allowance		(17,556)		(4,798)

Deferred income tax asset	$	–	$	–

Note 5. 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. During the year ended December 31, 2011, the Company’s founder contributed $2,146 in additional capital.

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.

During 2012, the Company collected $40,000 in subscriptions receivable.

Note 6. Subsequent Event

None.

F - 11

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