Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - GO EZ CorpFinancial_Report.xls
EX-31 - 302 CERTIFICATION OF ABRAHAM CINTA, CFO - GO EZ Corpex312.htm
EX-32 - 906 CERTIFICATION - GO EZ Corpex32.htm
EX-31 - 302 CERTIFICATION OF ABRAHAM CINTA, CEO - GO EZ Corpex311.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 10-Q

 

    

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the quarterly period ended June 30, 2014

  

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

  

For the transition period from ____________ to____________

  

Commission File No. 000-53116

  


GO EZ CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware

22-2301634

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 


101 First Street #493

Los Altos, CA USA 94022

(Address of Principal Executive Offices)


(650) 283-2907

(Registrant’s telephone number, including area code)


E.R.C. Energy Recovery Corporation

10018 Falcon View Drive

Sandy, UT 84092

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ].  The Company does not have a corporate Website.


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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]      Smaller reporting company [X]



 



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

Yes [X] No [  ]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  August 15, 2014 – 1,368,200 shares of common stock.


FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, references to “Go Ez,” the “Company,” “we,” “us,” “our” and words of similar import refer to Go Ez Corporation, unless the context requires otherwise.


This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:


·

our ability to raise capital;

·

our ability to identify suitable acquisition targets;

·

our ability to successfully execute acquisitions on favorable terms;

·

declines in general economic conditions in the markets where we may compete;

·

unknown environmental liabilities associated with any companies we may acquire; and

·

significant competition in the markets where we may operate.


You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.


JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:


 

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;




2







 

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;


 

the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or


 

the date on which the issuer is deemed to be a “large accelerated filer,” as defined in Section 240.12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).


As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:


 

Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuer’s internal controls;


 

Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and


 

Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called “golden parachute” compensation, or compensation upon termination of an employee’s employment.


Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with these new or revised accounting standards. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.
































3












PART I


Item 1.  Financial Statements


The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.













GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]


UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30, 2014







4




GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]





CONTENTS


PAGE


Condensed Balance Sheets, June 30, 2014 (unaudited)

and December 31, 2013

6



Unaudited Condensed Statements of Operations,

for the three and six months ended June 30, 2014

and 2013 and from inception on October 24,

1979 through June 30, 2014

7



Unaudited Condensed Statements of Cash Flows,

for the six months ended June 30, 2014

and 2013 and from inception on October 24,

1979 through June 30, 2014

8



Notes to Unaudited Condensed Financial Statements

9 - 12



5




GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]


CONDENSED BALANCE SHEETS



ASSETS

 

June 30,

2014

 

December 31, 2013

CURRENT ASSETS:

 

(Unaudited)

 

 

 

     Cash

$

-

 

$

-

 

 

 

 

 

 

          Total Current Assets

 

-

 

 

-

 

 

 

 

 

 

Total Assets

$

-

 

$

-

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

     Accounts payable

$

24,673

 

$

140,945

     Advances from related party

 

77,180

 

 

103,412

     Accrued interest - related party

 

-

 

 

46,135

 

 

 

 

 

 

           Total Current Liabilities

 

101,853

 

 

290,492

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

     Preferred stock, $.0001 par value 100,000,000 shares authorized, no shares

        issued and outstanding

 

-

 

 

-

     Common Stock, $.0001 par value, 800,000,000 shares authorized, 1,368,200

       and 368,200 shares issued and outstanding at 2014 and 2013

 

137

 

 

37

     Capital in excess of par value

 

570,540

 

 

388,856

     Deficit accumulated during the development stage

 

(672,530)

 

 

(679,385)

 

 

 

 

 

 

           Total Stockholders’ Equity (Deficit)

 

(101,853)

 

 

(290,492)

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

-

 

$

-






Note:  The balance sheet at December 31, 2013 was taken from the audited financial statements at that date and condensed.


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



6




GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]


UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

 

 

 

From inception

 

 

 

 

 

 

 

 

 

 

 on October 24,

 

 

For the Three Months Ended

 

For the Six Months Ended

 

1979, through

 

 

June 30,

 

June 30,

 

June 30,

 

 

2014

 

2013

 

2014

 

2013

 

2014

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 $                 -   

 

 $              -   

 

$               -

 

$              - 

 

 $                  -   

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

General & administrative

 

45,909

 

6,394

 

46,048

 

20,065

 

567,492

Bank Service Charge

 

368

 

-

 

368

 

-

 

368

Non-cash contributed services

 

7,500

 

13,675

 

20,150

 

19,225

 

152,150

      Total Expenses

 

53,777

 

20,069

 

66,566

 

39,290

 

720,010


LOSS BEFORE OTHER INCOME (EXPENSE)

 

(53,777)

 

(20,069)

 

(66,566)

 

(39,290)

 

(720,010)


OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

Gain on Forgiveness of debt

 

75,971

 

19,826

 

75,971

 

19,826

 

95,797

Interest  Expense

 

-

 

(2,540)

 

(2,550)

 

(5,052)

 

(48,685)

     Total Other Income (Expense)

 

75,971

 

17,286

 

73,421

 

14,774

 

(47,112)


INCOME (LOSS) BEFORE INCOME TAXES

 

22,561

 

(2,783)

 

6,855

 

(24,516)

 

(672,530)

 

 

 

 

 

 

 

 

 

 

 

TAX EXPENSE

 

                   -   

 

  -   

 

              -   

 

              -   

 

                   -   

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$     22,561

 

$  (2,783)

 

$   6,855

 

$   (24,516)

 

$    (672,530)

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) PER COMMON SHARE

 

$           .02

 

$      (.01)

 

$       .01

 

$         (.07)

 

 







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



7




GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]


UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


 



For the Six Months Ended June 30,

 

From Inception on October 24, 1979 through June 30,

 

2014

2013

 

2014

Cash Flows From Operating Activities:

 

 

 

 

 

 

   Net Income (Loss)

$

6,855

$

(24,516)

   $

(672,530)

   Adjustments to reconcile net loss to net cash

     Used by operating activities:

 

 

 

 

 

 

         Non-cash contributed services

 

20,150

 

19,225

 

152,150

         Non-cash expenses – capital contribution

 

8,537

 

-

 

8,537

         Non-cash forgiveness of debt

 

(75,971)

 

-

 

(95,797)

        Changes in assets and liabilities:

 

 

 

 

 

 

            Increase in accounts payable

 

(40,301)

 

239

 

119,570

            Increase in advances from related party

 

77,180

 

-

 

180,592

            Increase in accrued interest - related party

 

2,550

 

5,052

 

48,685

            Contributed capital for expenses

 

-

 

-

 

1,138

            Stock issued for services

 

-

 

-

 

1,450

                Net Cash (Used) by Operating Activities

 

(1,000)

 

-

 

(256,205)

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

                Net Cash (Used) by Investing Activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

   Issuance of common stock for cash

 

1,000

 

-

 

256,205

                Net Cash Provided by Financing Activities

 

1,000

 

-

 

256,205

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash at Beginning of Period

 

-

 

-

 

-

Cash at End of Period

$

-

$

-

   $

-

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

   Cash paid during the period for:

 

 

 

 

 

 

      Interest

$

-

$

-

   $

-

      Income taxes

$

-

$

-

   $

-

 

 

 

 

 

 

 


Supplemental Schedule of Non-Cash Investing and Financing Activities:

For the six months ended June 30, 2014:

Officers and Directors contributed services and paid for the company expenses totaling $20,150 and $8,537, respectively, which have been accounted for as a capital contribution. Officers and Directors forgave $152,097 of accrued liabilities.


For the six months ended June 30, 2013:

Officers and Directors contributed services totaling $19,225, which have been accounted for as a capital contribution.



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



8




GO EZ CORPORATION

(Formerly E.R.C. ENERGY RECOVERY CORPORATION)

[A Development Stage Company]


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization – Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting.  Currently, the Company has no on-going operations.  The Company is considered to be a development stage Company.  The Company changed its name to Go Ez Corporation on May 7, 2014.


Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2014 and 2013 and for the periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2013 audited financial statements.  The results of operations for the six months ended June 30, 2014 and 2013 are not necessarily indicative of the operating results for the full year.


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, the disclosures 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 estimated by management.


Reclassification - The financial statements for periods prior to June 30, 2014 have been reclassified to conform to the headings and classifications used in the June 30, 2014 financial statements.


NOTE 2 - 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. However, the Company has incurred losses since inception and currently has no on-going operations.  Further, the Company has current liabilities in excess of current assets.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 3 - RELATED PARTY TRANSACTIONS


Management Compensation – During the periods ended June 30, 2014 and 2013, the Company did not pay any compensation to its officers and directors.  During the six month periods ended June 30, 2014 and 2013, Officers and Directors contributed services totaling $20,150 and $19,225, respectively, which have been accounted for as contributions to capital.


Office Space The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company.


Advances from Related Party – Over time Officers / shareholders of the Company or entities related to the officers have paid expenses on behalf of the Company.  At June 30, 2014 and December 31, 2013 a balance of $77,180 and $103,412, respectively, was owing the related parties.  During the six months ended June 30, 2014 a former officer / shareholder also paid expenses on behalf of the Company which has been accounted for as a contribution to capital in the amount of $8,537.




9




 

Accrued Interest – At June 30, 2014 and December 31, 2013 the accrued interest balance payable to the former officer was $-0- and $46,135, respectively.  Interest expense to the former officer amounted to $2,550 and $5,052 for the six months ended June 30, 2014 and 2013, respectively.


Debt Forgiveness – During the six months ended June 30, 2014 a former officer / shareholder of the Company forgave advances payable in the amount of $103,412 and the related accrued interest in the amount of $48,685 which have been accounted for as a contribution to capital.

 

NOTE 4 – INCOME (LOSS) PER SHARE


The following data show the amounts used in computing loss per share for the periods presented:


 

 

For the Three Months Ended June 30, 2014

 

For the Three Months Ended

June 30, 2013

 

For the Six Months Ended June 30, 2014

 

For the Six Months Ended June 30, 2013

Income (Loss) available to common shareholders (numerator)

 

$                  22,561

 

$                   (2,783)

 

$             6,855

 

$           (24,516)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding used in loss per share for the period (denominator)

 

1,049,519

 

368,200

 

710,741

 

368,200

INCOME (LOSS) PER COMMON SHARE

 

$                        .02

 

$                       (.01)

 

$                  .01

 

$                 (.07)


Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.


NOTE 5 - COMMITMENTS AND CONTINGENCIES


Contingencies -The Company has not been active for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid; no amount has been accrued in these financial statements for any such contingencies.


NOTE 6 – CHANGE IN CONTROL


On May 1, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($0.0001 per share) to Evotech Capital, S.A. which resulted in a change in control of the company. 73% voting equity was acquired by Evotech Capital S.A.. The reason for the change of the control is that Company entered into a Stock Purchase Agreement with Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands, and the Company’s sole directors and executive officers, David C. Merrell and Michael C. Brown (the “Evotech SPA”). Under the Evotech SPA, Evotech acquired 1,000,000 shares of common stock in exchange for $1,000 cash. In exchange for certain non-cash considerations, including agreeing to a lock-up of their shares and indemnifying Evotech, Messrs. Merrell and Brown are (i) guaranteed that their collective holdings will not be decreased to less than 4.99% of the Company’s outstanding common stock until the earlier of when (a) the average daily trading volume of the Company’s common stock over any 30 day trading period reaches $80,000 calculated by multiplying the daily volume by the closing last trade share price for that trading day; or (b) the aggregate revenues of the Company, beginning on the date of the Evotech SPA or April



10




22, 2014, reach $25 million, and any such revenues have been reported in the Company’s periodic reports filed with the SEC (“the “Market Maturity” date); and they will (ii) also receive a collective three year warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner. Evotech also provided the Company an additional $49,000 in the form of a demand loan for compromise and payment of all outstanding liabilities of the Company.


As a result of the above arrangement, Evotech Capital S.A. is now the largest shareholder of the Company with more than 50% of the shares outstanding. Consequently control of the Company has also been transferred to Evotech Capital S.A. upon execution of the Evotech SPA.  In connection with the change in control, the former officers and directors resigned and Mr. Abraham Dominguez Cinta was appointed as the sole officer and sole director of the company.


On May 7, 2014 the company changed its name to GO EZ Corporation.  


On May 7, 2014 the company amended its articles of incorporation to increase its authorized shares of common stock to 800,000,000 shares with a par value of $0.0001 per share and to increase its authorized preferred stock to 100,000,000 shares with a par value of $0.0001 per share.  The change in par value has been reflected in the financial statements retroactively for all periods presented.


NOTE 7 – OTHER INCOME (EXPENSE)


In connection with a change of control during April 2014, the company entered into several agreements to settle amounts owed on outstanding accounts payable resulting in a gain on forgiveness of debt totaling $75,971.  


In connection with an unsuccessful business acquisition, during the six months ended June 30, 2013 the company recorded a gain on forgiveness of debt in the amount of $19,826.


NOTE 8 - SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows:


Stock Option and Incentive Plan - On July 21, 2014, our Board of Directors adopted a stock option and incentive plan, the 2014 Stock Option and Incentive Plan (the “Incentive Plan”). On July 21, 2014, the holders of at least a majority of the issued and outstanding shares of common stock of the Company approved the Incentive Plan. Pursuant to the Incentive Plan, the Company is authorized to grant options to purchase up to 5,000,000 shares of common stock to its employees, directors and consultants. The Incentive Plan provides for awards of incentive stock options and non-qualified stock options to acquire restricted stock. Incentive stock options granted under the Equity Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  Non-qualified stock options granted under the Incentive Plan are not intended to qualify as incentive stock options under the Code.


8% Convertible Debenture – on July 1, 2014 the Company issued a convertible debenture, amount to $77,547, to a related entity in consideration for expenses and advances made on behalf of the Company.  The Debenture provides for interest at 8% per year and is due on July 1, 2015.  The Debenture is convertible at the option of the holder into the Company’s common stock at $0.0001 per share.


8% Convertible Debenture – on July 1, 2014 the Company issued a convertible debenture, amount to $1,000, to Abraham Dominguez Cinta in consideration for expenses and advances made on behalf of the Company.  The Debenture provides for interest at 8% per year and is due on July 1, 2015.  The Debenture is convertible at the option of the holder into the Company’s common stock at $0.0001 per share.


Capital Stock Designations – The Board of Directors have approved designations and rights for the Company’s capital stock as follows:  




11




Series A Preferred Stock – 10,000 Shares, convertible after 6-months based on a formula, dividend preference of 80% of aggregate dividends declared, voting preference of 80% of aggregate voting rights, and a liquidation preference of 90% of available assets.  Series A Preferred has preference over all other classes of stock.


Series B Preferred Stock – 500,000 Shares, convertible based on a formula, no dividends, no voting rights, liquidation preference up to $1,000 per share over all other classes of stock except Series A preferred.  Company retains call option after 36 months at 115% of cash price originally paid.


Series C Preferred Stock – 100,000 Shares, convertible after 12-months based on a formula, can receive dividends up to 20% of aggregate dividends declared, no voting rights, and a liquidation preference up to $1,000 per share over all other classes of stock except Series A & B preferred.  Company retains call option after 36 months at 115% of cash price originally paid.


Series D Preferred Stock – 2,000,000 Shares, convertible after 12-months based on a formula, no dividend rights, no voting rights, and a liquidation preference up to $1,000 per share over all classes of common stock.  Company has no call redemption rights.


Common Stock – common stockholders are entitled to 1-vote per share and can receive dividends up to 20% of the aggregate declared dividends.  Common stock has no conversion features.


Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance of our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Plan of Operation


Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.  




12




Results of Operations


Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013


During the three months ended June 30, 2014, and 2013, we had no revenues.  General and Administrative expenses were $45,909 and $6,394 for the three months ended June 30, 2014, and 2013, respectively.  We had non-cash contributed services of $7,500 and $13,675 with an interest expense of $-0- and $2,540 for the three months ended June 30, 2014, and 2013.  We had a gain on forgiveness of debt of $75,971 and $19,826 for the three months ended June 30, 2014 and 2013, resulting in a net income of $22,561 and a net loss of $2,783, respectively.  All of our activities have been attributable to keeping our Company current in the State of Delaware and with the Securities and Exchange Commission.


Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013


During the six months ended June 30, 2014, and 2013, we had no revenues.  General and Administrative expenses were $46,048 and $20,065 for the six months ended June 30, 2014, and 2013, respectively.  We had a gain on forgiveness of debt of $75,971 and $19,826 and had non-cash contributed services of $20,150 and $19,225 with an interest expense of $2,550 and $5,052 for the six months ended June 30, 2014, and 2013, resulting in a net income of $6,855 and a net loss of $24,516, respectively.  All of our activities have been attributable to keeping our Company current in the State of Delaware and with the Securities and Exchange Commission.


Liquidity


We have no current cash resources.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing in the State of Delaware, the legal and accounting costs of preparing and filing our Exchange Act reports with the Securities and Exchange Commission and any costs we may incur in evaluating a reorganization, merger or acquisition candidate.  We do not have any cash reserves to pay for our administrative expenses for the next 12 months.  In the event that additional funding is required in order to keep us in good standing, we may attempt to raise such funding through loans or through additional sales of our common stock.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2014, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations 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.




13




Changes in Internal Control over Financial Reporting


Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION


Item 1. Legal Proceedings.


None; not applicable.


Item 1A.  Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


None; not applicable.


Item 3. Defaults Upon Senior Securities.


None; not applicable.


Item 4. Mine Safety Disclosures.


None; not applicable.


Item 5. Other Information.


None; not applicable.


Item 6. Exhibits.



Exhibit No.                         Identification of Exhibit


31.1


31.2


32

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Abraham Dominguez Cinta, President and Director.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Abraham Dominguez Cinta, Secretary, Treasurer, CFO and Director

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Abraham Dominguez Cinta, Secretary/Treasurer, CFO and Director.

101.INS

XBRL Instance Document*

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.SCH

XBRL Taxonomy Extension Schema*


*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.




14




15