UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1) 

|X| Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2013

Or

|_| Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

000-52972

Commission file number

 

Stalar 2, Inc.

(Name of Small Business Issuer in its charter)

 

Delaware		26-1402651
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)
317 Madison Avenue, Suite 1520
New York, New York		10017
(Address of principal executive offices)		(Zip Code)

 

Issuer's telephone number: (212) 953-1544

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.0001 Par Value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. YES [ ] NO [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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|

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[X] 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 |_|

Stalar 2, Inc. had no revenues during its fiscal year ending September 30, 2013.

The aggregate market value of the Common Stock held by non-affiliates of Stalar 2, Inc. was $1,680.00 on September 30, 2013.

As of December 20, 2013, 2,042,000 shares of the Common Stock of Stalar 2, Inc. were issued and outstanding and no shares of the Preferred Stock of Stalar 2, Inc. were issued or outstanding.

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K”), of Stalar 2, Inc. (the “Company”), for the year ended September 30, 2013, filed with the Securities and Exchange Commission on December 30, 2013 (the “Original Filing Date”), is solely to (i) amend and restate Part II, Item 8. Financial Statements for the purpose of revising our Balance Sheet to account for accrued interest expense for the loan from a related party; (ii) to add Note I to the Notes to Financial Statements; and (iii) restate Exhibit 101 to the Form 10-K to reflect the change in our Balance Sheet.

 

We are revising our Balance Sheet for the year ended September 30, 2013 to correct and reflect an accrued interest expense for the loan from related party for the year ended September 30, 2013. The changes in the balance sheet at September 30, 2013 include the increase in accounts payable and accrued expense and the decrease in retained earnings in the amount of $1,963.

No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any other disclosures made in the Form 10-K.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Form 10-K, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1, 31.2 and 32.1 hereto.

ITEM 15. EXHIBITS, FINANCIALS STATEMENTS, FINANCIAL STATEMENT SCHEDULES.

(a)(1) FINANCIAL STATEMENTS. The following financial statements are included in this report:

 

Title of Document		Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Statement of Changes in Stockholders' Deficit		F-5
Notes to Financial Statements		F-6 to F-9

(a)(2) FINANCIAL STATEMENT SCHEDULES. The following financial statement schedules are included as part of this report: None.

(a)(3) EXHIBITS. The following exhibits are included as part of this report:

Exhibit Number	Title of Document
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension  Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STALAR 2, INC.

 

Dated:  February 12, 2014		By /s/ Steven R. Fox
		Steven R. Fox, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/Steven R. Fox
Steven R. Fox
CEO, CFO, President and Secretary 

 

Dated: February 12, 2014

STALAR 2, INC.

(A Development Stage Company)

 

INDEX TO FINANCIAL STATEMENTS

 

PERIOD FROM NOVEMBER 13, 2007 (Inception) TO SEPTEMBER 30, 2013

 

	Page
	No.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statement of Changes in Stockholders’ Deficit	F-5
Notes to Financial Statements	F-6 - F-10

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Stalar 2, Inc. (A Development Stage Company)

We have audited the accompanying balance sheet of Stalar 2, Inc. (the “Company”) as of September 30, 2013 and 2012, and the related statements of operations, stockholders’ equity and cash flows for the years then ended and for the period from November 13, 2007 (Inception) to September 30, 2013. The management of Stalar 2, Inc. is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 Stalar 2, Inc. as of September 30, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and for the period from November 13, 2007 (Inception) to September 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ GZTY CPA GROUP, LLC

GZTY CPA GROUP, LLC

Metuchen, NJ 08840

December 21, 2013

 

 

STALAR 2, INC.

(A Development Stage Company)

 

BALANCE SHEETS

 

SEPTEMBER 30, 2013 AND 2012

 

 

		2013				2012
		Restated
ASSETS
Current assets
Cash		$	183			$	127
Total current assets		$	183			$	127
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	31,645			$	26,882
Due to related party – loan payable to President			71,130				55,502
Total current liabilities			102,775				82,384
Total liabilities			102,775				82,384
Stockholders’ deficit
Preferred stock - $0.0001 par value;25,000,000 shares authorized; none issued or outstanding			—				—
Common stock - $0.0001 par value; 75,000,000 shares authorized; 2,042,000 issued and outstanding			204				204
Additional paid-in capital			1,676				1,676
Deficit accumulated during the development stage			(104,472	)			(84,137	)
Total stockholders’ deficit			(102,592	)			(82,257	)
		$	183			$	127

 

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

 

STALAR 2, INC.

(A Development Stage Company)

 

STATEMENTS OF OPERATIONS

 

 

 

										November 13, 2007
		Year Ended				Year Ended				(Inception) to
		September 30,				September 30,				September 30,
		2013				2012				2013
Revenues		$	—			$	—			$	—
General and administrative expenses
Professional fees			17,677				13,364				91,880
Organization costs			—				—				3,441
Interest expense			1,963				1,641				6,541
Sundry			695				745				2,610
			20,335				15,750				104,472
Net loss		$	(20,335	)		$	(15,750	)		$	(104,472	)
Loss per common share:
basic and diluted		$	(0.010	)		$	(0.008	)
Weighted average number of common shares outstanding,
basic and diluted			2,042,000				2,042,000

 

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

 

STALAR 2, INC.

(A Development Stage Company)

 

STATEMENTS OF CASH FLOWS

 

 

										November 13, 2007
		Year Ended				Year Ended				(Inception) to
		September 30,				September 30,				September 30,
		2013				2012				2013
Cash flows from operating activities:
Net loss		$	(20,335	)		$	(15,750	)		$	(104,472	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services			—				—				780
Increases in cash flows from operating activities resulting from changes in:
Accounts payable and accrued expenses			4,763				7,142				31,645
Net cash used in operating activities			(15,572	)			(8,608	)			(72,047	)
Cash flows from financing activities:
Proceeds from issuance of common stock			—				—				1,100
Loans from President			15,628				8,731				71,130
Net cash provided by financing activities			15,628				8,731				72,230
Net increase (decrease) in cash			56				123				183
Cash, beginning of period			127				4				—
Cash, end of period		$	183			$	127			$	183
Supplemental cash flow information:
Non-cash financing activities:
Common Stock issued for services		$	—			$	—			$	780

 

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

 

STALAR 2, INC.

(A Development Stage Company)

 

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

 

														Deficit
														Accumulated
										Additional				During
										Paid-in				Development
		Shares				Amount				Capital				Stage				Total
Shares issued at inception, November 13, 2007		$	—			$	—			$	—			$	—			$	—
Shares issued for cash, at par $0.0001			2,000,000				200				—				—				200
Net loss for the period			—				—				—				(12,293	)			(12,293	)
Balance, September 30, 2008			2,000,000				200				—				(12,293	)			(12,093	)
Shares issued for cash, at $.04 per share			22,500				2				898				—				900
Net loss for the year			—				—				—				(20,999	)			(20,999	)
Balance, September 30, 2009			2,022,500				202				898				(33,292	)			(32,192	)
Shares issued for services, valued at $.04 per share			19,500				2				778				—				780
Net loss for the year			—				—				—				(14,116	)			(14,116	)
Balance, September 30, 2010			2,042,000				204				1,676				(47,408	)			(45,528	)
Net loss for the year			—				—				—				(20,979	)			(20,979	)
Balance, September 30, 2011			2,042,000				204				1,676				(68,378	)			(66,507	)
Net loss for the year			—				—				—				(15,750	)			(15,750	)
Balance, September 30, 2012			2,042,000				204				1,676				(84,137	)			(82,257	)
Net loss for the year			—				—				—				(20,335	)			(20,335	)
Balance, September 30, 2013			2,042,000			$	204			$	1,676			$	(104,472	)		$	(102,592	)

 

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

 

STALAR 2, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Organization of the Company

Stalar 2, Inc. (‟the Company‟), was incorporated in the State of Delaware on November 13, 2007. The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations. The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been engaged in organizational efforts in obtaining initial financing however, all agreements have been terminated, see Note H.

 

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

 

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – Development Stage Company

The Company has not earned any revenue since its inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in the FASB Codification Topic 915. Among the disclosures required by the FASB Codification Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

Cash and Cash Equivalents

Cash balances in banks are insured by the Federal Deposit Insurance Corporation subject to certain limitations. At times, balances may exceed insured limits. For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

STALAR 2, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

 

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

Income taxes are calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns, judgment is required.

Interest and penalties related to unrecognized tax benefits will be recognized in the financial statements as a component of the income tax provision. Significant judgment is required to evaluate uncertain tax positions. The Company will evaluate its uncertain tax positions on a quarterly and annual basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which the change is made.

Loss Per Share

The Company uses Topic 260 “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

Fair Value Measurements

GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures.  GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value.  These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost).  These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The following is a brief description of those three levels:

 

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2:

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3:

Unobservable inputs that reflect the Company's assumptions.

STALAR 2, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

 

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and accrued expenses and loan payable – President. The carrying value approximates fair value due to the short maturity of these instruments.

 

NOTE C - PREFERRED STOCK

 

The Company’s Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock. As of September 30, 2013 and 2012, there was no preferred stock outstanding. The Board of Directors, without the requirement of shareholder approval, can issue preferred shares with dividend preferences, liquidation, conversion, voting and other rights which could adversely affect the voting power or other rights of the holders of common stock.

NOTE D – INCOME TAXES

 

As of September 30, 2013 there are loss carryforwards for Federal income tax purposes of approximately $104,000, available to offset future taxable income. The carry forwards begin to expire in 2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of September 30, 2013 and 2012 the Company had a deferred tax asset amounting to approximately $36,000 and $29,000, respectively. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.

 

Certain provisions of the tax law may limit net operating loss carry forwards available for use in any given year in the event of a significant change in ownership.

 

Federal and state income tax returns for years prior to 2010 are no longer subject to examination by tax authorities.

 

NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS

Recent pronouncements issued by FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

NOTE F - RELATED PARTY BALANCES AND TRANSACTIONS

 

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to Steven R. Fox, President and a director, for total proceeds of $200.

 

Due to Related Party - Loan Payable to President

Steven R. Fox, President and a director of the Company, has advanced funds to the Company to cover cash requirements. The loan is unsecured and is payable on demand with interest at the prime rate of 3.25% at September 30, 2013 and 2012.

 

STALAR 2, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

 

 

NOTE G – EQUITY TRANSACTIONS

 

In January 2009, the Company issued 22,500 shares of common stock to unrelated parties at a per share price of $.04, pursuant to a common stock offering, for total cash proceeds of $900.

 

In January 2010, the Company issued 19,500 shares of common stock for services valued at $.04 per share, for a total value of $780.

 

NOTE H - REORGANIZATION AGREEMENT

 

The Company previously entered into a Reverse Merger Agreement with Tennessee Materials, Inc. on September 28, 2011. Effective May 30, 2012, the Company elected to terminate this agreement with Tennessee Materials, Inc.

On June 11, 2012, the Company entered into a Reorganization Agreement (“Agreement”) with Low Carbon Technologies International, Inc., a British Columbia corporation (“LCTI”) and a consulting and management agreement with Entropy Partners LLC.

Pursuant to the Agreement, (a) the Company will approve the increase in the authorized capital stock of the Company from 75,000,000 shares of common stock to 300,000,000 with the existing 25,000,000 shares of preferred stock, (b) the Company will acquire 100% of Low Carbon Technologies, Inc. a Wyoming corporation, a wholly-owned subsidiary of LCTI, (c) LCTI will acquire approximately 70% interest in the securities of the Company, and (d) Entropy Partners LLC will acquire approximately a 26.5% interest in the securities of the Company. At closing, 25,200,000 shares of common stock of the Company will be delivered to LCTI and 9,160,000 shares of common stock of the Company will be delivered to Entropy Partners LLC. The parties acknowledge that 42,000 shares held by a total of approximately 45 shareholders of the Company remain unchanged by the terms of this Agreement. The principals of LCTI will be elected to the board of directors of the Company and the name of the Company will be changed.

On December 28, 2012, the Company and LCTI, pursuant to an amendment of the Agreement, extended the closing date until January 31, 2013. LCTI was not able to consummate the provisions of the Agreement on January 31, 2013, and no extension of the Agreement was being negotiated. Accordingly, the Company has elected to terminate the Agreement, effective January 31, 2013.

NOTE I – RESTATEMENT OF BALANCE SHEET

 

On February 7, 2014, the Company’s independent auditor, based on discussions with management, concluded that the Company should restate its balance sheet for the year ended September 30, 2013 to include certain accrued interest that had not been included in accrued expense and consequently not reflect retained earnings.

 

The effect of the adjustments on the balance sheet as of September 30, 2013 is to increase accrued interest expense and decrease retained earnings by $1,963. There is no impact on the Company’s income statement or earnings per share.

 

STALAR 2, INC.

(A Development Stage Company)

 

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Continued)

 

The following table presents the restated balance sheet for the year ended September 30, 2013.

 

		September 30, 2013
		As Previously Reported				Adjustment				As Restated
ASSETS
Current assets
Cash		$	183				—			$	183
Total current assets			183				—			$	183
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses			29,682				1,963				31,645
Due to related party – loan payable to President			71,130								71,130
Total current liabilities			100,812								102,775
Total liabilities			100,812								102,775
Stockholders’ deficit
Preferred stock - $0.0001 par value;25,000,000 shares authorized; none issued or outstanding			—								—
Common stock - $0.0001 par value; 75,000,000 shares authorized; 2,042,000 issued and outstanding			204								204
Additional paid-in capital			1,676								1,676
Deficit accumulated during the development stage			(102,509	)			(1,963	)			(104,472	)
Total stockholders’ deficit			(100,629	)							(102,592	)
		$	183							$	183