Nevada
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27-3098487
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.
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3250 Oakland Hills Court, Fairfield, CA
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94534
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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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(Do not check if a smaller reporting company)
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
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3
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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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16
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Item 4. Controls and Procedures.
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16
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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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18
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September 30,
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December 31,
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2014
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2013
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(Unaudited)
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(Audited)
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Assets
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Current Assets
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Cash & cash equivalents
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$ | 7,138 | $ | 23,665 | ||||
Total current assets
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7,138 | 23,665 | ||||||
Total Assets
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$ | 7,138 | $ | 23,665 | ||||
Liabilities and Stockholders’ Equity (Deficit)
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Current Liabilities
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Loans from stockholders
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$ | 10,695 | $ | 9,527 | ||||
Total current liabilities
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10,695 | 9,527 | ||||||
Total Liabilities
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10,695 | 9,527 | ||||||
Stockholders’ Equity (Deficit)
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Common stock, $0.001 par value, 75,000,000 shares authorized;
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6,000,000 shares issued and outstanding:
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6,000 | 6,000 | ||||||
Additional paid-in-capital
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63,717 | 54,000 | ||||||
Deficit accumulated during the development stage
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(73,274 | ) | (45,862 | ) | ||||
Total Stockholders’ Equity (Deficit)
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(3,557 | ) | 14,138 | |||||
Total Liabilities and Stockholders’ Equity
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$ | 7,138 | $ | 23,665 |
Three Months
Ended
September 30,
2014
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Three Months
Ended
September 30,
2013
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Nine Months
Ended
September 30,
2014
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Nine Months
Ended
September 30,
2013
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For the Period
from Inception
(July 20, 2010) to
September 30,
2014
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Sales
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$ | - | $ | - | $ | - | $ | - | $ | 11,150 | ||||||||||
General and administrative expenses
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Bank charges and interest
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43 | 51 | 343 | 153 | 1,642 | |||||||||||||||
Consulting fees
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236 | 250 | 3,836 | 950 | 16,216 | |||||||||||||||
Professional fees
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2,094 | 1,500 | 6,844 | 6,250 | 32,044 | |||||||||||||||
Filing and transfer fees
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1,299 | 5,800 | 16,389 | 7,753 | 24,945 | |||||||||||||||
Office expenses
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- | 242 | - | 567 | 9,577 | |||||||||||||||
Total general and administrative expenses
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3,672 | 7,843 | 27,412 | 15,673 | 84,424 | |||||||||||||||
Net loss
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(3,672 | ) | (7,843 | ) | (27,412 | ) | (15,673 | ) | (73,274 | ) | ||||||||||
Provision for taxes
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- | - | - | - | - | |||||||||||||||
Net loss
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$ | (3,672 | ) | $ | (7,843 | ) | $ | (27,412 | ) | $ | (15,673 | ) | $ | (73,274 | ) | |||||
Loss per common share – basic and diluted
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$ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | ||||||||
Weighted average number of common shares outstanding basic and diluted
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6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 |
Deficit
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Accumulated
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Total
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Number of
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Additional
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Total
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During the
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Stockholders’
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Common
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Par
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Paid-in
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Capital
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Development
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Equity /
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Shares
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Value
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Capital
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Stock
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Stage
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(Deficit)
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Balance, July 20, 2010 - audited
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- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Common shares issued for cash at $0.005 on July 20, 2010
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3,000,000 | 3,000 | 12,000 | 15,000 | - | 15,000 | ||||||||||||||||||
Share subscription receivable
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- | - | - | (5,000 | ) | - | (5,000 | ) | ||||||||||||||||
Net loss for the period
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- | - | - | - | (770 | ) | (770 | ) | ||||||||||||||||
Balance, December 31, 2010 - audited
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3,000,000 | 3,000 | 12,000 | 10,000 | (770 | ) | 9,230 | |||||||||||||||||
Net loss for the year
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- | - | - | - | (13,310 | ) | (13,310 | ) | ||||||||||||||||
Balance, December 31, 2011 - audited
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3,000,000 | 3,000 | 12,000 | 10,000 | (14,080 | ) | (4,080 | ) | ||||||||||||||||
Common shares issued for cash at $0.015 on January 27, 2012
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3,000,000 | 3,000 | 42,000 | 45,000 | - | 45,000 | ||||||||||||||||||
Share subscription received
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- | - | - | 5,000 | - | 5,000 | ||||||||||||||||||
Net loss for the year
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- | - | - | - | (13,292 | ) | (13,292 | ) | ||||||||||||||||
Balance, December 31, 2012 - audited
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6,000,000 | 6,000 | 54,000 | 60,000 | (27,372 | ) | 32,628 | |||||||||||||||||
Net loss for the year
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- | - | - | - | (18,490 | ) | (18,490 | ) | ||||||||||||||||
Balance, December 31, 2013 - audited
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6,000,000 | 6,000 | 54,000 | 60,000 | (45,862 | ) | 14,138 | |||||||||||||||||
Forgiveness of loan from stockholder
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- | - | 9,717 | 9,717 | - | 9,717 | ||||||||||||||||||
Net loss for the nine month period
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- | - | - | - | (27,412 | ) | (27,412 | ) | ||||||||||||||||
Balance, September 30, 2014 - unaudited
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6,000,000 | $ | 6,000 | $ | 63,717 | $ | 69,717 | $ | (73,274 | ) | $ | (3,557 | ) |
Nine Months
Ended
September 30,
2014
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Nine Months
Ended
September 30,
2013
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For the Period
from Inception
(July 20, 2010) to
September 30,
2014
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Operating activities
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Net loss for the period
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$ | (27,412 | ) | $ | (15,673 | ) | $ | (73,274 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
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Changes in operating assets and liabilities
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- | - | - | |||||||||
Net cash used in operating activities
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(27,412 | ) | (15,673 | ) | (73,274 | ) | ||||||
Investing activities
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Net cash provided by (used in) investing activities
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- | - | - | |||||||||
Financing activities
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Proceeds from sale of common stock
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- | - | 60,000 | |||||||||
Proceeds from loans from stockholders
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10,885 | - | 20,412 | |||||||||
Net cash provided by financing activities
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10,885 | - | 80,412 | |||||||||
Net changes in cash and equivalents
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(16,527 | ) | (15,673 | ) | 7,138 | |||||||
Cash and equivalents at beginning of the period
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23,665 | 41,789 | - | |||||||||
Cash and equivalents at end of the period
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$ | 7,138 | $ | 26,116 | $ | 7,138 |
1.
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NATURE AND CONTINUANCE OF OPERATIONS
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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3.
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COMMON STOCK
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4.
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INCOME TAXES
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5.
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LOANS FROM STOCKHOLDERS
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6.
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SUBSEQUENT EVENTS
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Balance Sheet Data
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September 30, 2014
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December 31, 2014
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Cash and cash equivalents
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$ | 7,138 | $ | 23,665 | ||||
Total assets
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$ | 7,138 | $ | 23,665 | ||||
Total liabilities
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$ | 10,695 | $ | 9,527 | ||||
Stockholders’ (deficit) equity
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$ | (3,557 | ) | $ | 14,138 |
Exhibit
Number
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Description of Exhibit
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31.1*
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of James P. Geiskopf
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32.1*
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Section 906 Certification under Sarbanes-Oxley Act of 2002 of James P. Geiskopf
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase
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1.
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I have reviewed this quarterly report on Form 10-Q of Redstone Literary Agents, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: November 19, 2014
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By: |
/s/ James P. Geiskopf
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James P. Geiskopf
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President, Treasurer, Secretary and Director
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(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 19, 2014
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By: |
/s/ James P. Geiskopf
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James P. Geiskopf
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President, Treasurer, Secretary and Director
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(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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9 Months Ended | ||
---|---|---|---|
Sep. 30, 2014
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Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Unaudited Interim Financial Information
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the Company's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 10, 2014.
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification and among the additional disclosures required as a development stage company are that its financial statements were identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclosed activity since the date of its inception (July 20, 2010) as a development stage company Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
At September 30, 2014, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Financial Instruments
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (“ASC”) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs which reflect a reporting entity’s own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The recorded amounts of financial instruments, including cash equivalents and loan from stockholders, approximate their market values as of September 30, 2014 due to the short term maturities of these financial instruments.
Impairment of Long-Lived Assets
The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
At September 30, 2014, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and nine months ended September 30, 2014 and 2013.
Stock-based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Earnings per Share
The Company computes loss per share in accordance with ASC 105, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
The Company had no potentially dilutive debt or equity instruments issued or outstanding during the three and nine months ended September 30, 2014 or 2013.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the new regulations relating to Development Stage Entities as discussed above.
Reclassifications
Certain amounts previously presented for prior periods have been reclassified. The reclassifications had no effect on net loss, total assets, or total stockholders’ equity.
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