x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended March 31, 2013
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _____________ to _____________
|
Delaware
|
8741
|
30-0721344
|
||
(State or other jurisdiction
of incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
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IRS I.D.
|
65 Ursini Dr. Hamden, CT
|
06514
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
(Do not check if a smaller reporting company)
|
PART I | Page | ||||
Item 1. |
Description of Business
|
4 | |||
Item 2. |
Description of Property
|
8 | |||
Item 3. |
Legal Proceedings
|
8 | |||
Item 4. |
Mine Safety Disclosures
|
8 | |||
Item 5. |
Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
|
9 | |||
Item 6. |
Selected Consolidated Financial Data
|
9 | |||
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
10 | |||
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk
|
15 | |||
Item 8. |
Financial Statements
|
F-1 | |||
Item 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
|
16 | |||
Item 9A. |
Controls and Procedures
|
16 | |||
Item 9B. |
Other Information
|
16 | |||
Item 10. |
Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
|
17 | |||
Item 11. |
Executive Compensation
|
18 | |||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
20 | |||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
21 | |||
Item 14. |
Principal Accountant Fees and Services
|
21 | |||
Item 15. |
Exhibits
|
22 |
·
|
Basketball Player Evaluation Camps | |
o
|
Kentucky Basketball Evaluation Camp for invitation to a National Exposure Camp | |
|
o
|
Connecticut evaluation camp for future invitational exposure camp
|
Hawaii Invitational Camp, Hi basketball skills development and evaluation camp
|
||
Alaska Invitational Camp basketball skill development and evaluation camp
|
||
Oklahoma City, OK basketball skill development and evaluation Camp
|
||
International Basketball Events
|
||
Melbourne, Australia skill development/evaluation basketball camp
|
||
Tokyo, Japan international basketball skill development and evaluation camp
|
||
·
|
Consultation, feedback, coaching and program management to youth and adult basketball teams, leagues, tournaments and programs. | |
o
|
Northern California consultation of high school/AAU Program for future exposure | |
|
o
|
Washington DC consultation of high school program/AAU future possibilities Elite Sports,
|
|
o
|
Connecticut consultation w/ basketball coach for future exposure
|
|
o
|
North Virginia Sportsplex consult for basketball training program/facility
|
|
o
|
Linden ,CA consultation of high school program
|
|
o
|
Connecticut Elite consultation of AAU program for future exposure
|
·
|
Program development and management, including tournament organization and operation, as well as feedback and detailed analysis of events and programs for these various basketball related events and activities. | |
|
o
|
Double Pump Tournament organization and operation |
|
o
|
Fullerton, CA basketball skills camp organization and operation
|
|
o
|
Mission Viejo, CA basketball camp organization and operation
|
|
o
|
Fullerton, CA basketball camp organization and operation
|
|
o
|
Newport, CA basketball camp organization and operation
|
|
o
|
Redlands, CA basketball camp organization and operation
|
|
o
|
Walnut Recreation basketball camp organization and operation
|
|
o
|
Fullerton, CA basketball camp organization and operation
|
|
o
|
Mission Viejo, CA basketball camp organization and operation
|
·
|
Coaching for individual players within organizations as well as basketball program coaches and administrators, providing additional opportunity for individual basketball player and overall basketball program advancement. |
SUPPLEMENTAL ACTIONS
|
COST
|
|||
Hire a promotional/advertising company to expand our reach domestically and internationally. They would get our name out to more coaches, design and provide official company clothing attire, table banners, tables, tents, pamphlets and similar products
|
$ | 10,000 | ||
Contract a webmaster to maximize website optimization and perform daily updates. Add features to include newsletters, blog, and videos. Quicker site loading. Will also utilize search engine optimization. Will interconnect and manage all social media to include: LinkedIn, Twitter, Facebook, Youtube, Tumblr to spruce up the website and maintain it daily.
|
$ | 10,000 | ||
Travel on road shows both domestically and internationally to promote our business. Network at major sporting events where we could advertise our services such as NBA finals, NCAA final 4, AAU nationals for all levels.
|
$ | 30,000 | ||
Hire additional staff to work our events in order to have concurring events.
|
$ | 10,000 | ||
Hire two additional coaches to consult and carry out our mission
|
$ | 40,000 | ||
Purchase additional basketball training equipment to use for consulting engagements. Also purchase coaching videos to build company media library.
|
$ | 5,000 | ||
Lease office space and upgrade office. Better phones, computers, iPads, video recording equipment, televisions we could travel with, desks, fax machine, and office furniture.
|
$ | 20,000 | ||
Open online store to sell our products: Gear w/ our logo on it, instructional videos for all levels (beginner to expert) of players and coaches.
|
$ | 10,000 |
·
|
succeed in developing services that are equal to or superior to our services or potential services or that achieve greater market acceptance than our services or potential services;
|
·
|
devote greater resources to developing, marketing or selling their services;
|
·
|
respond more quickly to new or emerging trends which could render our services or potential services obsolete or less preferable;
|
·
|
withstand price competition more successfully than we can;
|
·
|
establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers; and
|
· |
Certification of administration and coaches
|
· |
Contacts between players and coaches/universities
|
· |
Prohibition on illegal financial or material benefits from universities
|
●
|
we would not be able to pay our debts as they become due in the usual course of business; or
|
●
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
|
·
|
Basketball Player Evaluation Camps | |
|
o
|
Kentucky Basketball Evaluation Camp for invitation to a National Exposure Camp |
|
o
|
Connecticut evaluation camp for future invitational exposure camp
|
Hawaii Invitational Camp, Hi basketball skills development and evaluation camp
|
||
Alaska Invitational Camp basketball skill development and evaluation camp
|
||
Oklahoma City, OK basketball skill development and evaluation Camp
|
||
International Basketball Events
|
||
Melbourne, Australia skill development/evaluation basketball camp
|
||
Tokyo, Japan international basketball skill development and evaluation camp
|
||
·
|
Consultation, feedback, coaching and program management to youth and adult basketball teams, leagues, tournaments and programs. | |
|
o
|
Northern California consultation of high school/AAU Program for future exposure |
|
o
|
Washington, DC consultation of high school program/AAU future possibilities Elite Sports,
|
|
o
|
Connecticut consultation w/ basketball coach for future exposure
|
|
o
|
North Virginia Sportsplex consult for basketball training program/facility
|
|
o
|
Linden, CA consultation of high school program
|
|
o
|
Connecticut Elite consultation of AAU program for future exposure
|
·
|
Program development and management, including tournament organization and operation, as well as feedback and detailed analysis of events and programs for these various basketball related events and activities. | |
|
o
|
Double Pump Tournament organization and operation |
|
o
|
Fullerton, CA basketball skills camp organization and operation
|
|
o
|
Mission Viejo, CA basketball camp organization and operation
|
|
o
|
Fullerton, CA basketball camp organization and operation
|
|
o
|
Newport, CA basketball camp organization and operation
|
|
o
|
Redlands, CA basketball camp organization and operation
|
|
o
|
Walnut Recreation basketball camp organization and operation
|
|
o
|
Fullerton, CA basketball camp organization and operation
|
|
o
|
Mission Viejo, Ca basketball camp organization and operation
|
·
|
Coaching for individual players within organizations as well as basketball program coaches and administrators, providing additional opportunity for individual basketball player and overall basketball program advancement. |
(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
|
(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;
|
(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
|
(d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.
|
SUPPLEMENTAL ACTIONS
|
COST
|
|||
Hire a promotional/advertising company to expand our reach domestically and internationally. They would get our name out to more coaches, design and provide official company clothing attire, table banners, tables, tents, pamphlets and similar products
|
$ | 10,000 | ||
Contract a webmaster to maximize website optimization and perform daily updates. Add features to include newsletters, blog, and videos. Quicker site loading. Will also utilize search engine optimization. Will interconnect and manage all social media to include: LinkedIn, Twitter, Facebook, Youtube, Tumblr to spruce up the website and maintain it daily.
|
$ | 10,000 | ||
Travel on road shows both domestically and internationally to promote our business. Network at major sporting events where we could advertise our services such as NBA finals, NCAA final 4, AAU nationals for all levels.
|
$ | 30,000 | ||
Hire additional staff to work our events in order to have concurring events.
|
$ | 10,000 | ||
Hire two additional coaches to consult and carry out our mission
|
$ | 40,000 | ||
Purchase additional basketball training equipment to use for consulting engagements. Also purchase coaching videos to build company media library.
|
$ | 5,000 | ||
Lease office space and upgrade office. Better phones, computers, iPads, video recording equipment, televisions we could travel with, desks, fax machine, and office furniture.
|
$ | 20,000 | ||
Open online store to sell our products: Gear w/ our logo on it, instructional videos for all levels (beginner to expert) of players and coaches.
|
$ | 10,000 |
Contents
|
Page(s) | |||
Report of Independent Registered Public Accounting Firm | F-2 | |||
Balance Sheets at March 31, 2013 and 2012 | F-3 | |||
Statements of Operations for the fiscal year ended March 31, 2013, for the Period from February 29, 2012 (Inception) through March 31, 2012 and for the Period from February 29, 2012 (Inception) through March 31, 2013 | F-4 | |||
Statement of Stockholders' Equity for the Period from February 29, 2012 (Inception) through March 31, 2013 | F-5 | |||
Statements of Cash Flows for the fiscal year ended March 31, 2013, for the Period from February 29, 2012 (Inception) through March 31, 2012 and for the Period from February 29, 2012 (Inception) through March 31, 2013 | F-6 | |||
Notes to the Financial Statements
|
F-7 |
March 31,
2013
|
March 31,
2012
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$ | 43,246 | $ | 14,185 | ||||
Income tax receivable
|
1,913 | - | ||||||
Total Current Assets
|
45,159 | 14,185 | ||||||
OFFICE EQUIPMENT
|
||||||||
Office equipment
|
908 | - | ||||||
Accumulated depreciation
|
(301 | ) | - | |||||
Office Equipment, net
|
607 | - | ||||||
Total Assets
|
$ | 45,766 | $ | 14,185 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Income tax payable
|
- | 3,035 | ||||||
Accrued expenses
|
- | 525 | ||||||
Advances from stockholder
|
1,500 | 802 | ||||||
Total Current Liabilities
|
1,500 | 4,362 | ||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock: par value $0.000001; 10,000,000 shares authorized;
|
||||||||
none issued or outstanding
|
- | - | ||||||
Common stock: par value $0.000001; 90,000,000 shares authorized;
|
||||||||
8,020,000 and 5,000,000 shares issued and outstanding, respectively
|
8 | 5 | ||||||
Additional paid-in capital
|
60,497 | 100 | ||||||
Earnings (deficit) accumulated during the development stage
|
(16,239 | ) | 9,718 | |||||
Total Stockholders' Equity
|
44,266 | 9,823 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 45,766 | $ | 14,185 |
For the Period from
|
For the Period from
|
|||||||||||
For the Fiscal Year
|
February 29, 2012(inception)
|
February 29, 2012(inception)
|
||||||||||
Ended
|
through
|
through
|
||||||||||
March 31, 2013
|
March 31, 2012
|
March 31, 2013
|
||||||||||
Revenue earned during the development stage
|
$ | 48,620 | $ | 14,080 | $ | 62,700 | ||||||
Cost of revenue
|
23,106 | 802 | 23,908 | |||||||||
Gross Margin
|
25,514 | 13,278 | 38,792 | |||||||||
OPERATING EXPENSES:
|
||||||||||||
Officer's compensation
|
13,632 | - | 13,632 | |||||||||
Professional fees
|
24,325 | 525 | 24,850 | |||||||||
General and administrative
|
13,162 | - | 13,162 | |||||||||
Total operating expenses
|
51,119 | 525 | 51,644 | |||||||||
LOSS FROM OPERATIONS
|
(25,605 | ) | 12,753 | (12,852 | ) | |||||||
OTHER (INCOME) EXPENSE:
|
||||||||||||
Foreign currency transaction (gain) loss
|
2,265 | - | 2,265 | |||||||||
Other (income) expense, net
|
2,265 | - | 2,265 | |||||||||
Income (loss) before income tax provision (benefit)
|
(27,870 | ) | 12,753 | (15,117 | ) | |||||||
Income tax provision (benefit)
|
||||||||||||
Federal
|
(1,913 | ) | 1,913 | - | ||||||||
State
|
- | 1,122 | 1,122 | |||||||||
Total income tax provision (benefit)
|
(1,913 | ) | 3,035 | 1,122 | ||||||||
NET INCOME (LOSS)
|
$ | (25,957 | ) | $ | 9,718 | $ | (16,239 | ) | ||||
NET INCOME (LOSS) PER COMMON SHARE
|
||||||||||||
- BASIC AND DILUTED:
|
$ | (0.00 | ) | $ | 0.00 | |||||||
Weighted average common shares outstanding
|
||||||||||||
- basic and diluted
|
7,341,406 | 2,903,000 |
Earnings (Deficit)
|
||||||||||||||||||||
Common Stock, Par Value $0.000001
|
Additional
|
Accumulated
during the
|
Total
|
|||||||||||||||||
Number of
|
Paid-in
|
Development |
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
February 29, 2012 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Capital contribution
|
100 | - | 100 | |||||||||||||||||
Common stock issued for cash at $0.000001 per share on March 13, 2012
|
5,000,000 | 5 | - | - | 5 | |||||||||||||||
Net income
|
9,718 | 9,718 | ||||||||||||||||||
Balance, March 31, 2012
|
5,000,000 | 5 | 100 | 9,718 | 9,823 | |||||||||||||||
Common stock issued for cash at $0.02 pers hare on June 21, 2012
|
3,020,000 | 3 | 60,397 | 60,400 | ||||||||||||||||
Net loss
|
(25,957 | ) | (25,957 | ) | ||||||||||||||||
Balance, March 31, 2013
|
8,020,000 | $ | 8 | $ | 60,497 | $ | (16,239 | ) | $ | 44,266 |
For the Period from
|
For the Period from
|
|||||||||||
For the Fiscal Year
|
February 29, 2012(inception)
|
February 29, 2012(inception)
|
||||||||||
ended
|
through
|
through
|
||||||||||
March 31, 2013
|
March 31, 2012
|
March 31, 2013
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income (loss)
|
$ | (25,957 | ) | $ | 9,718 | $ | (16,239 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
301 | - | 301 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Income tax receivable
|
(1,913 | ) | - | (1,913 | ) | |||||||
Income tax payable
|
(3,035 | ) | 3,035 | - | ||||||||
Accrued expenses
|
(525 | ) | 525 | - | ||||||||
Net cash provided by (used in) operating activities
|
(31,129 | ) | 13,278 | (17,851 | ) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of office equipment
|
(908 | ) | - | (908 | ) | |||||||
Net cash used in investing activities
|
(908 | ) | - | (908 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Advances from stockholder
|
698 | 802 | 1,500 | |||||||||
Capital contribution
|
- | 100 | 100 | |||||||||
Proceeds from sale of common stock, net
|
60,400 | 5 | 60,405 | |||||||||
Net cash provided by financing activities
|
61,098 | 907 | 62,005 | |||||||||
NET CHANGE IN CASH
|
29,061 | 14,185 | 43,246 | |||||||||
Cash at beginning of period
|
14,185 | - | - | |||||||||
Cash at end of period
|
$ | 43,246 | $ | 14,185 | $ | 43,246 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income tax paid
|
$ | 3,051 | $ | - | $ | 3,051 |
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
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.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
March 31,
2013
|
||||
Computer equipment
|
$ | 908 | ||
Less accumulated depreciation
|
(301 | ) | ||
$ | 607 |
March 31,
2013
|
March 31,
2012
|
|||||||
Net deferred tax assets – non-current:
|
||||||||
Expected income tax benefit from NOL carry-forwards
|
$
|
5,140
|
$
|
-
|
||||
Less valuation allowance
|
(5,140
|
)
|
(-
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
For the fiscal year ended March 31, 2013
|
For the Period from February 29, 2012 (Inception) through March 31, 2012
|
|||||||
Federal statutory income tax rate
|
34.0
|
%
|
15.0
|
%
|
||||
State of California statutory income tax rate
|
-
|
%
|
8.8
|
%
|
||||
Change in valuation allowance on net operating loss carry-forwards
|
(34.0
|
)
|
(-
|
)
|
||||
Effective income tax rate
|
0.0
|
%
|
23.8
|
%
|
Name
|
Age
|
Position
|
||
Dave Taylor
|
46
|
President and Director
|
||
Jason Hitt
|
37
|
Secretary and Director
|
o
|
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
|
|
o
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
|
o
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
|
|
o
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
|
o
|
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
|
|
o
|
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
|
|
o
|
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
|
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Non equity
incentive plan
compensation
|
Non
qualified
deferred
compensation
and all
other
compensation
|
Total
compensation
|
|||||||||||||||||||||||
Dave Taylor
|
Chairman CEO
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||
2013
|
$24,832
|
$24,832
|
||||||||||||||||||||||||||||||
Jason Hitt
|
Secretary
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||
2013
|
$ 4,250
|
$ 4,250
|
Name
|
Fees
earned
or paid
in cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Jason Hitt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||
Dave Taylor
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
|
|||||||||||||||||||||||||||
Dave Taylor
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||||||||||
Jason Hitt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name
|
Number of
Shares of
Common stock
|
Percentage
|
||||||
Dave Taylor
|
5,000,000
|
62.34
|
%
|
|||||
All executive officers and directors as a group [2 persons]
|
5,000,000
|
62.34
|
%
|
2012
|
2013
|
|||||||
Audit Fees
|
$ | 4,000 | $ | 3,000 | ||||
Audit-Related Fees
|
0 | 0 | ||||||
Tax Fees
|
0 | 0 | ||||||
All Other Fees
|
0 | 0 | ||||||
Total
|
$ | 4,000 | $ | 3,000 |
Exhibit No.
|
Document Description
|
|
31.1
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
Title
|
Name
|
Date
|
Signature
|
|||
Principal Executive Officer
|
Dave Taylor
|
May 1, 2013
|
/s/ Dave Taylor
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ Dave Taylor
|
Dave Taylor
|
Principal Executive Officer, Principal Financial Officer,
|
May 1, 2013
|
|||
Principal Accounting Officer and Director | ||||||
/s/ Jason Hitt
|
Jason Hitt
|
Director
|
May 1, 2013
|
Exhibit No.
|
Document Description
|
|
31.1
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
32.1 *
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
|
Taylor Consulting, Inc.
|
||
|
|
|
|
Dated: May 1, 2013
|
By:
|
/s/ Dave Taylor
|
|
|
|
Dave Taylor
|
|
|
|
Chief Executive Officer/Chief Financial Officer
|
|
Taylor Consulting, Inc.
|
|
|
|
|
|
|
Dated: May 1, 2013
|
By:
|
/s/ Dave Taylor
|
|
|
|
Dave Taylor
|
|
|
|
Chief Executive Officer/Chief Financial Officer
|
|
Income Tax Provision (Details 1)
|
12 Months Ended | 13 Months Ended |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2013
|
|
Notes to Financial Statements | ||
Federal statutory income tax rate | 34.00% | 15.00% |
State of California statutory income tax rate | 0.00% | 8.80% |
Change in valuation allowance on net operating loss carry-forwards | (34.00%) | 0.00% |
Effective income tax rate | 0.00% | 23.80% |
Going Concern
|
12 Months Ended |
---|---|
Mar. 31, 2013
|
|
Organization And Operations | |
Note 3. Going Concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at March 31, 2013, a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Companys ability to continue as a going concern.
While the Company is attempting to commence operations and generate sufficient revenues, the Companys cash position may not be sufficient enough to support the Companys daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Companys ability to further implement its business plan and generate sufficient revenues.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |