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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2013
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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45-4267181
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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40 East Main Street, Suite 998
,
Newark, Delaware
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19711
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
[ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Class
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Outstanding as of February 27, 2014
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Common Stock, $0.001 par value
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10,280,000
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Page
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
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F-1
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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13
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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17
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Item 4. Controls and Procedures.
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17
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings.
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17
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Item 1A. Risk Factors.
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17
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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17
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Item 3. Defaults Upon Senior Securities.
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17
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Item 4. Mine Safety Disclosures.
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17
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Item 5. Other Information.
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17
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Item 6. Exhibits.
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17
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SIGNATURES
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19
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Contents
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Page (s)
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Consolidated Balance Sheets at December 31, 2013 and March 31, 2013
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F-1
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Consolidated Statements of Operations for the Nine Months Ended December 31, 2013 and 2012 and cumulative since inception
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F-2
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Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2013 and 2012 and cumulative since inception
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F-3
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Notes to the Consolidated Financial Statements
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F-4
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ASSETS
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|||||||||
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December 31,
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March 31,
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||||||||
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2013
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2013
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||||||||
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Current Assets:
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|||||||||
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Cash
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$ | – | $ | 4,756 | |||||
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Accounts receivable
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800 | ||||||||
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Total current assets
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800 | 4,756 | |||||||
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Total Assets
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800 | $ | 4,756 | ||||||
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LIABILITIES AND STOCKHOLDER'S (DEFICIT)
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|||||||||
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Current Liabilities:
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|||||||||
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Accounts payable and accrued liabilities
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$ | 745 | $ | 24,543 | |||||
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Due to related parties
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— | 16,200 | |||||||
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Loan payable - related parties
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— | 27,081 | |||||||
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Due to shareholder
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13,111 | — | |||||||
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Total current liabilities
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13,856 | 67,824 | |||||||
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Total liabilities
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13,856 | 67,824 | |||||||
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Stockholders' (Deficit):
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|||||||||
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Common stock, par value $0.001 per share, 75,000,000 shares authorized;
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|||||||||
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10,280,000 shares issued and outstanding
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10,280 | 10,280 | |||||||
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Additional paid-in capital
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107,704 | 32,220 | |||||||
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(Deficit) accumulated during the development stage
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(131,040 | ) | (105,568 | ) | |||||
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Total stockholders' (deficit)
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(13,056 | ) | (63,068 | ) | |||||
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Total Liabilities and Stockholder's (Deficit)
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$ | 800- | $ | 4,756 | |||||
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The accompanying notes to the consolidated financial statements are
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an integral part of these statements.
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Three Months Ended
December 31,
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Three Months Ended
December 31,
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Nine Months Ended December 31,
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Nine Months Ended December 31,
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Cumulative
From Inception
(
April 23, 2010)
Through December 31
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||||||||||||||||
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2013
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2012
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2013
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2012
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2013
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||||||||||||||||
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Revenue
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$ | 800 | $ | 14,452 | $ | 7,450 | $ | 37,250 | $ | 72,769 | ||||||||||
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Cost of Revenues
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— | 4,062 | 900 | 5,862 | 11,940 | |||||||||||||||
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Gross Profit
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800 | 10,390 | 6,550 | 31,388 | 60,829 | |||||||||||||||
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Expenses:
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||||||||||||||||||||
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General and administrative-
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||||||||||||||||||||
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Advertising
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— | — | — | 5,200 | 5,200 | |||||||||||||||
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Accounting
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— | — | — | — | — | |||||||||||||||
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Compensation – officers
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— | 900 | 2,700 | 2,700 | 11,700 | |||||||||||||||
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Consulting
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— | 2,500 | — | 12,500 | 14,500 | |||||||||||||||
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Legal - Organization costs
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— | — | — | — | 995 | |||||||||||||||
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Other - general and administrative
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120 | 2,774 | 5,515 | 9,023 | 25,212 | |||||||||||||||
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Professional fees
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13,111 | 12,198 | 23,701 | 22,783 | 56,884 | |||||||||||||||
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Salaries
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— | 15,826 | — | 36,758 | 36,758 | |||||||||||||||
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Transfer agent
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||||||||||||||||||||
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Travel expense
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— | 537 | — | 2,168 | 20,715 | |||||||||||||||
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Website development cost
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— | — | — | — | 19,197 | |||||||||||||||
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Total operating expenses
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13,231 | 34,735 | 31,916 | 91,132 | 191,161 | |||||||||||||||
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(Loss) from Operations
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(12,431 | ) | (24,345 | ) | (25,366 | ) | (59,744 | ) | (130,332 | ) | ||||||||||
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Other (Income) Expenses
|
||||||||||||||||||||
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Foreign currency transaction loss)
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— | 304 | 106 | 497 | 708 | |||||||||||||||
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Total Other (Income) Expenses, net
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— | 304 | 106 | 497 | 708 | |||||||||||||||
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Net (Loss)
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$ | 12,431 | $ | (24,649 | ) | $ | 25,472 | $ | (60,241 | ) | $ | (131,040 | ) | |||||||
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(Loss) Per Common Share:
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||||||||||||||||||||
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(Loss) per common share - Basic
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | — | |||||||
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Weighted Average Common Shares Outstanding:
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||||||||||||||||||||
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-Basic
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10,280,000 | 10,280,000 | 10,280,000 | 9,235,018 | — | |||||||||||||||
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Nine Months
Ended
December 31,
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Nine Months
Ended
December 31,
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Cumulative
From
Inception
(April 23, 2010)
Through December 31,
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||||||||||
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2013
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2012
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2013
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||||||||||
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Operating Activities:
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||||||||||||
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Net (loss)
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$ | (25,472 | ) | $ | (60,241 | ) | $ | (131,040 | ) | |||
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Items not involving cash
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||||||||||||
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Contributed capital
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3600 | 3600 | ||||||||||
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Adjustments to reconcile net (loss) to net cash
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||||||||||||
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Provided by (used in) operating activities:
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||||||||||||
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Changes in Current Assets and Liabilities-
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||||||||||||
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Prepaid expenses
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— | 1,500 | — | |||||||||
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Accounts payable and accrued liabilities
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4,241 | 5,983 | 28,784 | |||||||||
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Payroll taxes payable
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— | 1,472 | — | |||||||||
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Due to shareholder
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13,111 | — | 13,111 | |||||||||
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Accounts receivable
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(800 | ) | — | (800 | ) | |||||||
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Net Cash (Used in) Operating Activities
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(18,431 | ) | (51,286 | ) | (99,456 | ) | ||||||
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Financing Activities:
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||||||||||||
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Proceeds from issuance of common stock
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— | 35,800 | 42,500 | |||||||||
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Due to related parties
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— | 5,400 | 16,200 | |||||||||
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Due to shareholder
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13,111 | 13,111 | ||||||||||
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Loan payable - related parties
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564 | 847 | 27,645 | |||||||||
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Net Cash Provided by Financing Activities
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13,675 | 42,047 | 99,456 | |||||||||
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Net Decrease in Cash
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(4,756 | ) | (9,239 | ) | — | |||||||
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Cash - Beginning of Period
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4,756 | 11,654 | — | |||||||||
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Cash - End of Period
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$ | — | $ | 2,415 | $ | — | ||||||
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Non Cash Financing and Investing Activities:
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||||||||||||
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Forgiveness of debt from stockholders and officers - accrued compensation
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$ | 19,800 | $ | — | $ | — | ||||||
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Forgiveness of debt from stockholders and officers - advances and loan from stockholder
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$ | 55,684 | $ | — | $ | — | ||||||
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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Nine Months
Ended
December 31,
2013
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Nine Months
Ended
December 31,
2012
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Increase
(Decrease)
%
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||||||||||
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Advertising
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$ | - | $ | 5,200 | N/A | |||||||
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Professional fees
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23,701 | 22,783 | N/A | |||||||||
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Officer compensation
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2,700 | 2,700 | N/A | |||||||||
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Consulting
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12,500 | |||||||||||
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Salaries
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- | 36,758 | N/A | |||||||||
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Other
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5,515 | 9,023 | N/A | |||||||||
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Travel expense
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- | 2,168 | N/A | |||||||||
| $ | 31,916 | $ | 91,132 | |||||||||
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Working Capital
|
December 31, 2013
|
March 31,
2013
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||||||
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Current Assets
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$ | 800 | $ | 4,756 | ||||
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Current Liabilities
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$ | (13,856 | ) | $ | (67,824 | ) | ||
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Working Capital
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$ | (13,056 | ) | $ | (63,068 | ) | ||
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Nine Months
Ended
December 31,
2013
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Nine Months
Ended
December 31,
2012
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|||||||
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Cash (used in) operating activities
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$ | (18,431 | ) | $ | (51,286 | ) | ||
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Cash provided by financing activities
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$ | 13,675 | $ | 42,047 | ||||
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Net (decrease) in cash
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$ | (4,756 | ) | $ | (9,239 | ) | ||
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EXHIBIT
NUMBER
|
DESCRIPTION | |
|
3.1
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Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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3.2
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Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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4.2
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Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 1, 2012.
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10.1
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Promissory Note, President. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
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10.2
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Consulting Agreement, C.E.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
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10.3
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Consulting Agreement, C.F.O. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 24, 2012.
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31.1
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Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
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31.2
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Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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|
32.2
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
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101.INS
|
XBRL Instance Document **
|
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101.SCH
|
XBRL Taxonomy Extension Schema Document **
|
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|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document **
|
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|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document **
|
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|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document **
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document **
|
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*
|
Filed herewith.
|
|
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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Date:
February
27, 2014
|
ULTIMATE NOVELTY SPORTS INC.
|
||
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By:
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/s/ Dr. Issa El-Cheikh
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||
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Dr. Issa El-Cheikh
|
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|
President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer, Secretary, Treasurer and Director
|
|||
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SIGNATURES
|
TITLE
|
DATE
|
||
|
/s/ Issa El-Cheikh
|
President, C.E.O., C.F.O., Secretary,
Treasurer and Director
|
February 27, 2014
|
||
|
Dr. Issa El-Cheikh
|
||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|