On June 2, 2011 a related party loaned $10,000 to the Company for initial start-up costs. The note is unsecured, carries an interest rate of 5% per annum, and matured on September 30, 2011. The note was repaid in full with accrued interest of $42 on August 16, 2011 (See Note 2).
For the period from May 4, 2011 (Inception) through March 31, 2012, two shareholders of the Company contributed services having a fair value of $9,400 (See Note 3(C)).
On July 25, 2011, the Company issued 9,400,000 to three founders at $0.0001 price per share for cash of $940. NOTE
5
GOING CONCERN
As reflected in the accompanying financial statements, the Company is in the development stage with a net loss since inception of $51,864 and used cash in operating activities through inception of $31,890. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
NOTE 6
SUBSEQUENT EVENT
The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through June 22, 2012 the date which the financial statements were issued.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.
On February 9, 2012, we changed our principal independent accountants. On such date, the Company dismissed Webb & Company, P.A. (“Webb”) from serving as its principal independent accountants and retained Lake & Associates, CPA’s (“Lake”) as its principal independent accountants. The decision to change accountants was approved by the Company’s board of directors.
In connection with the audit for the period May 4, 2011(inception) to June 30, 2011 and the period through February 9, 2012, the date of dismissal, none of Webb’s reports on the Company’s financial statements from May 4, 2011 until February 9, 2012, (a) contained an adverse opinion or disclaimer of opinion, or (b) was modified as to uncertainty, audit scope, or accounting principles, or (c) contained any disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Webb, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K occurred during the period in which Webb served as the Company’s independent registered public accounting firm.
However, the report of Webb, dated August 22, 2011, on the Company’s financial statements as for the period May 4, 2011 (inception) to June 30, 2011 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
Prior to February 9, 2012, the date that Lake was retained as the principal independent accountants of the Company:
(1) The Company did not consult Lake regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;
(2) Neither a written report nor oral advice was provided to the Company by Lake that they concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; and
(3) The Company did not consult Lake regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision of the Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively), regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of March 31, 2012. Based on the aforementioned evaluation, management has concluded that our disclosure controls and procedures were effective as of March 31, 2012.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting at March 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria, management has determined that, as of March 31, 2012, our internal control over financial reporting was effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information None.
PART III