HISTORY AND ORGANIZATION

12 Months Ended

Dec. 31, 2012

Notes

HISTORY AND ORGANIZATION

NOTE 1 - HISTORY AND ORGANIZATION

The Company was organized May 6, 2010 (Date of Inception) under the laws of the State of Nevada, as Eurasia Design, Inc.  The Company was authorized to issue up to 100,000,000 shares of its $0.00001 par value common stock and 100,000,000 shares of its $ 0.00001 par value preferred stock.

On July 6, 2012, the Company entered into a Securities Exchange Agreement (“Agreement”) by and between the Company; Linea Deportiva Prince México, S.A. de C.V., a Mexican corporation (“Prince México”); Mr. Duncan A. Forbes Mol. III (“Forbes”), a holder of the majority of the Company’s common stock; and the security holders of Prince México (“Prince Security Holders”), all of whom collectively own a majority of Prince México’s issued and outstanding common stock.  Pursuant to the terms of the Agreement, the Company agreed to issue 12,600,000 shares of its unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and the cancellation of a total of 26,483,100 shares of common stock, held by Mr. Forbes.  The Agreement was anticipated to become effective upon the delivery of audited financial statements of Prince México, pursuant to paragraph 9.2 of the Agreement.

On August 9, 2012, Salles, Sainz - Grant Thornton, S.C. (“SSGT”), the independent accounting firm engaged to audit the financial statements of Prince México for the years ended December 31, 2010 and 2011, notified the Company and Prince México that it did not consent to the use, and inclusion, of its audit report in the July 11 Form 8-K.  As a result of the above, Prince México was unable to meet its obligations under paragraph 9.2 of the Agreement and the transactions contemplated therein were delayed until such time as Prince México obtained audited financial statements for the years ended December 31, 2011 and 2010. 

On December 18, 2012, Prince México submitted to Eurasia Design audited financial statements for the years ended December 31, 2011 and 2010, thereby triggering the closing of the Agreement.  Pursuant to the terms of the Agreement, the Company issued 12,600,000 shares of its unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and obtained cancellation of a total of 26,483,100 shares of common stock, held by Mr. Forbes. 

As a result of the December 18, 2012 acquisition of 100% of Prince México, Prince México is the accounting acquirer and the Company’s board of directors has elected to change its fiscal year end from May 31 to December 31. The Company was recorded as a reverse acquisition of a public company and recapitalization of the Company based on factors demonstrating that Prince Mexico represents the accounting acquirer.

On December 28, 2012, the Company amended its articles of incorporation to change its name from Eurasia Design, Inc. to Prince Mexico S.A., Inc.  The actions were approved on July 6, 2012, by the consent of the majority stockholders, who represented 62.5% of the issued and outstanding common stock of the Company at the date of the shareholder consent. 

On December 28, 2012, the Company filed a certificate of amendment with the State of Nevada in increase its authorized shares of stock, and correspondingly increasing the number of issued and outstanding shares on the basis of 7 for 1.  Resultantly, the Company’s authorized capital was increased in a ratio of 7 for 1 to 700,000,000 shares of common stock, having a $0.00001 par value per share and 700,000,000 shares of preferred stock, having a $0.00001 par value per share.  In connection with the increase in authorized capital, the Company correspondingly increased the number of issued and outstanding common stock on the basis of seven (7) “new” shares for each one (1) “old” share issued and outstanding.  The action is being treated as a 7:1 forward split and was undertaken pursuant to a unanimous written consent of the Board of Directors, without a meeting, notice or vote as provided in Nevada Revised Statutes 78.207.  The action became effective on January 22, 2013.  All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.