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New York
(State of incorporation)
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27-3046338
(IRS Employer ID Number)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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Page
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PART I
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Item 1. Financial Statements
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1 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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2 |
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Item 3 Quantitative and Qualitative Disclosures About Market Risk
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5 |
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Item 4 Controls and Procedures
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5 |
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PART II
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Item 1. Legal Proceedings
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6 |
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Item IA. Risk Factors
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6 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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6 |
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Item 3. Defaults Upon Senior Securities
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6 |
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Item 4. Mine Safety Disclosures
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6 |
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Item 5. Other Information
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6 |
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Item 6. Exhibits
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7 |
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Page(s)
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Balance Sheets –
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June 30, 2012 (unaudited) and December 31, 2011
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F-1
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Statements of Operations –
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Three and Six months ended June 30, 2012, and 2011,and from
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July 13, 2010 (Inception) to June 30, 2012 (unaudited)
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F-2
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Statement of Stockholders’ Deficit –
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From July 13, 2010 (Inception) to June 30, 2012 (unaudited)
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F-3
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Statements of Cash Flows –
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Six months ended June 30, 2012, and 2011, from
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July 13, 2010 (Inception) to June 30, 2012 (unaudited)
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F-4
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Notes to Financial Statements (unaudited)
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F-5 - F-9
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June 30, 2012
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December 31, 2011
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Assets
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(Unaudited)
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Current Assets
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Cash
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$ | 813 | $ | 1,752 | ||||
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Total Current Assets
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813 | 1,752 | ||||||
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Total Assets
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$ | 813 | $ | 1,752 | ||||
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Liabilities and Stockholders' Deficit
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Current Liabilities
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Accounts payable
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$ | 6,268 | $ | 3,500 | ||||
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Total Current Liabilities
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6,268 | 3,500 | ||||||
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Long Term Liabilities
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Notes Payable
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15,000 | - | ||||||
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Total Long Term Liabilities
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15,000 | - | ||||||
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Total Liabilities
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21,268 | 3,500 | ||||||
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Stockholders' Deficit
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Preferred stock, $0.0001 par value, 5,000,000 shares authorized;
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none issued and outstanding
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$ | - | $ | - | ||||
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Common stock, $0.0001 par value, 100,000,000 shares authorized;
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30,631,200 shares issued and outstanding
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3,063 | 3,063 | ||||||
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Additional paid-in capital
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1,123,497 | 1,123,497 | ||||||
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Deficit accumulated during the development stage
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(1,147,015 | ) | (1,128,308 | ) | ||||
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Total Stockholders' Deficit
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(20,455 | ) | (1,748 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 813 | $ | 1,752 | ||||
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July 13, 2010
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Three Months ended June 30,
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Six Months ended June 30,
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(Inception) to
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2012
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2011
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2012
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2011
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June 30, 2012
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General and administrative expenses
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$ | 5,668 | $ | 13,853 | $ | 18,707 | $ | 25,751 | $ | 1,147,015 | ||||||||||
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Net loss
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$ | (5,668 | ) | $ | (13,853 | ) | $ | (18,707 | ) | $ | (25,751 | ) | $ | (1,147,015 | ) | |||||
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Net loss per common share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.04 | ) | |||||
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Weighted average number of common shares outstanding
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during the period - basic and diluted
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30,631,200 | 30,631,200 | 30,631,200 | 30,631,200 | 30,399,112 | |||||||||||||||
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Gold Swap, Inc.
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(A Development Stage Company)
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Statement of Stockholders' Equity
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Six months ended June 30, 2012 (unaudited) and From July 13, 2010 (Inception) to June 30, 2012
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Preferred Stock, $0.0001
Par Value |
Common Stock, $0.0001
Par Value |
Additional
Paid In
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Deficit
Accumulated during
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Subscription
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Total
Stockholder's
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|||||||||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital
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Development Stage
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Receivable
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Equity (Deficit)
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Stock issued for services - related parties ($0.05/share)
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- | $ | - | 21,500,000 | $ | 2,150 | $ | 1,072,850 | $ | - | $ | - | $ | 1,075,000 | ||||||||||||||||||
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Stock issued for cash ($0.005 - $0.05/share)
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- | - | 9,131,200 | 913 | 50,647 | - | (575 | ) | 50,985 | |||||||||||||||||||||||
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Net loss - from July 13, 2010 (inception) to December 31, 2010
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- | - | - | - | - | (1,078,505 | ) | - | (1,078,505 | ) | ||||||||||||||||||||||
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Balance - December 31, 2010
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- | - | 30,631,200 | 3,063 | 1,123,497 | (1,078,505 | ) | (575 | ) | 47,480 | ||||||||||||||||||||||
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Receipt of subscription receivable
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- | - | - | - | - | - | 575 | 575 | ||||||||||||||||||||||||
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Net loss - year ended December 31, 2011
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- | - | - | - | - | (49,803 | ) | - | (49,803 | ) | ||||||||||||||||||||||
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Balance - December 31, 2011
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- | - | 30,631,200 | 3,063 | 1,123,497 | (1,128,308 | ) | - | (1,748 | ) | ||||||||||||||||||||||
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Net loss - six months ended June 30, 2012
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- | - | - | - | - | (18,707 | ) | - | (18,707 | ) | ||||||||||||||||||||||
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Balance - June 30, 2012 (unaudited)
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- | $ | - | 30,631,200 | $ | 3,063 | $ | 1,123,497 | $ | (1,147,015 | ) | $ | - | $ | (20,455 | ) | ||||||||||||||||
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Six Months Ended June 30,
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July 13, 2010 (Inception) to
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CASH FLOWS FROM OPERATING ACTIVITIES:
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2012
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2011
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June 30, 2012
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Net loss
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$ | (18,707 | ) | $ | (25,751 | ) | (1,147,015 | ) | ||||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Stock issued for services - related parties
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- | - | 1,075,000 | |||||||||
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Increase in accounts payable
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2,768 | 3,500 | 6,268 | |||||||||
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Net Cash Used In Operating Activities
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(15,939 | ) | (22,251 | ) | (65,747 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from notes payable
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15,000 | - | 15,000 | |||||||||
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Proceeds from issuance of common stock
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- | 575 | 51,560 | |||||||||
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Net Cash Provided By Financing Activities
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15,000 | 575 | 66,560 | |||||||||
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Net Increase (Decrease) in Cash
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(939 | ) | (21,676 | ) | 813 | |||||||
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Cash - Beginning of Period
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1,752 | 47,480 | - | |||||||||
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Cash - End of Period
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$ | 813 | $ | 25,804 | 813 | |||||||
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Supplemental
Disclosure of
Cash Flow Information:
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Cash Paid During the Period for:
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Income Taxes
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$ | - | $ | - | - | |||||||
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Interest
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$ | - | $ | - | - | |||||||
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●
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Level 1 – quoted market prices in active markets for identical assets or liabilities.
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Level 2 -
inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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Type
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Quantity
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Valuation
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Value per share
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Cash
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9,131,200 | $ | 51,560 | $ | 0.005 - $0.05 | ||||||||
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Services - related parties
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21,500,000 | 1,075,000 | $ | 0.0500 | |||||||||
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Total
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30,631,200 | $ | 1,126,560 | ||||||||||
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●
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the Company will locate and enter into agreements with one or more refineries;
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solicits individuals interested in selling unwanted items containing precious metals;
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provides those individuals with the means and materials necessary to send those items in to the refineries; and
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derives profits from the spread between the scrap price and the spot price.
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estimated fair value of share based payments; and
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estimated 100% valuation allowance for deferred tax assets, due to continuing and expected future losses
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Exhibit No.
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Description
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31.1
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Rule 13a-14(a)/15d14(a) Certifications of Melvin Schlossberg, the Principal Executive Officer
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31.2
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Rule 13a-14(a)/15d14(a) Certifications of Donald Ptalis, the Principal Financial Officer
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32.1
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Section 1350 Certifications of Melvin Schlossberg, the Principal Executive Officer
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32.2
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Section 1350 Certifications of Donald Ptalis, the Principal Financial Officer
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GOLD SWAP INC.
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By:
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/s/ Melvin Schlossberg
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Name: Melvin Schlossberg
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Title: President, Chief Executive Officer, Secretary and Director (Principal Executive Officer)
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Dated: August 1, 2012
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By:
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/s/ Donald Ptalis
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Name: Donald Ptalis
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Title: Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|