10-Q 1 duane_10q.htm FORM 10-Q duane_10q.htm

Washington DC 20549
Form 10-Q
(Mark One)
For the quarterly period ended March 31, 2013
For the transition period from __________ to __________
Commission file number: 333-183760
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
Duane Street Corp
616 Corporate Way, Suite 2-4059
Valley Cottage, NY
(Address of principal executive offices)
(Zip Code)
(855) 360-3330
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, $0.0001 par value
Title of Class
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of March 31, 2013, there were 1,500,000 shares of the Registrant's common stock issued and outstanding.


(A Development Stage Company)

for the three month period ended MARCH 31, 2013
Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012
Statements of Operations for the three months ended March 31, 2013 and 2012 and for the cumulative period from November 17, 2011 (date of inception) to March 31, 2013 (unaudited)
Statements of Stockholder's Deficit for the period from November 17, 2011 (date of inception) to March 31, 2013 (unaudited)
Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and for the cumulative period from November 17, 2011 (date of inception) to March 31, 2013 (unaudited)
Notes to Unaudited Interim Financial Statements


(A Development Stage Company)

March 31, 2013
December 31, 2012
    $       $  
Current Assets:
Cash and cash equivalents
    1,204       3,688  
    1,204       3,688  
Current liabilities:
Accounts payable and accrued expenses
    9,845       5,493  
Loan from related party
    500       500  
Total Liabilities
    10,345       5,993  
Stockholders’ Deficit
Common stock, $0.0001 par value; 150,000,000 shares authorized; 1,500,000 shares issued and outstanding at March 31, 2013 and December 31, 2012
    150       150  
Additional paid-in capital
    19,350       19,350  
Deficit accumulated during development stage
    (28,641 )     (21,805 )
Total Stockholders’ Deficit
    (9,141 )     (2,305 )
    1,204       3,688  

The accompanying notes are an integral part of these financial statements.

(A Development Stage Company)

Three Months Ended
March 31,
Cumulative from November 17, 2011 (Inception) to
March 31,
    $     $     $  
    -       -       -  
Operating expenses:
General and administrative:-
Filing fees
    2,178       -       8,716  
Franchise expenses
    -       400       400  
Professional fees
    4,604       -       4,817  
Other costs
    54       -       14,708  
Total operating expenses
    (6,836 )     (400 )     (28,641 )
Net loss
    (6,836 )     (400 )     (28,641 )
Loss per share - basic and diluted:
Loss per share attributable to common stockholders
    -       -          
Weighted average number of common shares outstanding
    1,500,000       1,500,000          

The accompanying notes are an integral part of these financial statements.

(A Development Stage Company)
for the period of NOVEMBER 17, 2011 (INCEPTION) to MARCH 31, 2013

Common Stock
Additional Paid-in
Accumulated Deficit During Development
Total Stockholders’
    Capital     Stage     Deficit  
            $       $       $       $  
Inception (November 17, 2011)
    -       -       -       -       -  
Common stock issued for cash at $0.013 per share
    1,500,000       150       19,350       -       19,500  
Profit for the period
    -       -       -       -       -  
Balance at December 31, 2011
    1,500,000       150       19,350       -       19,500  
Loss for the year
    -       -       -       (21,805 )     (21,805 )
Balance at December 31, 2012
    1,500,000       150       19,350       (21,805 )     (2,305 )
Loss for the period
    -       -       -       (6,836 )     (6,836 )
Balance at March 31, 2013
    1,500,000       150       19,350       (28,641 )     (9,141 )

The accompanying notes are an integral part of these financial statements.

(A Development Stage Company)

Three Months Ended
March 31,
Cumulative from November 17, 2011 (Inception) to
March 31,
    $     $     $  
Cash Flows from Operating Activities
Net loss
    (6,836 )     (400 )     (28,641 )
Changes in operating assets and liabilities
Accounts payable and accrued expenses
    4,352       -       9,845  
Net cash used in operating activities
    (2,484 )     (400 )     (18,796 )
Cash Flows from Investing Activities
    -       -       -  
Cash Flows from Financing Activities
Proceeds from issuance of common stock
    -       -       19,500  
Proceeds from related party loan
    -       400       500  
Net cash provided by financing activities
    -       400       20,000  
(Decrease)/Increase in cash and cash equivalents
    (2,484 )     -       1,204  
Cash and cash equivalents at beginning of the period
    3,688       -       -  
Cash and cash equivalents at end of the period
    1,204       -       1,204  

The accompanying notes are an integral part of these financial statements.

(A Development Stage Company)

Duane Street Corp. is a Delaware corporation (the “Corporation”), incorporated under the laws of the State of Delaware on November 17, 2011. The Corporation is in the development stage as defined by Accounting Standards Codification 915 (ASC 915), “Accounting and Reporting by Development Stage Enterprises”, the Company is devoting substantially all of its efforts to development of business plans. The business plan of the Corporation is; the manufacturing and marketing of baby products.
Basis of Presentation
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
These financial statements are presented in US dollars.
Fiscal Year End
The Corporation has adopted a fiscal year end of December 31.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of March 31, 2013, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2013, and the results of its operations and its cash flows for the periods ended March 31, 2013, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2013. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2012, filed with the SEC, for additional information, including significant accounting policies.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2013, the Company has a loss from operations of $6,836 an accumulated deficit of $28,641 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2013.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.



The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Property, plant and equipment
The Company does not own any property, plant and equipment.
Earnings per share
The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2013, the Company had no potentially dilutive shares.
Income taxes
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Common Stock
On December 5, 2011, the Corporation issued 1,500,000 shares of common stock to the directors and officers of the Corporation at a price of $0.013 per share, for $19,500. The proceeds from the sale of shares were deposited in full, into the Company’s bank account on August 13, 2012.
The provision (benefit) for income taxes for the periods ended March 31, 2013 and 2012 were as follows (assuming a 15% effective tax rate):

    $     $  
Current Tax Provision
Taxable income
Total current tax provision
    -       -  
      -       -  
Deferred Tax Provision
Loss carry forwards
    1,025       60  
Change in valuation allowance
    (1,025 )     (60 )
Total deferred tax provision
    -       -  

The Company had deferred income tax assets as of March 31, 2013 and December 31, 2012 as follows:
    $     $  
Loss carry forwards
    4,296       3,271  
Less - Valuation allowance
    (4,296 )     (3,271 )
      -       -  
The Company provided a valuation allowance equal to the deferred income tax assets for periods ended March 31, 2013 and December 31, 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.                
As of March 31, 2013, the Company had approximately $28,641 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2033.                
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.                
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.                
Details of transactions between the Company and related parties are disclosed below:
The following entities have been identified as related parties:
Peretz Aisenstark     - Director and greater than 10% stockholder
Yair Shofel     - Director and greater than 10% stockholder
The following transactions were carried out with related parties:
March 31
December 31
      $       $  
Balance sheets:
Loan from related party
    500       500  
From time to time, the president and a stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.                
The Company does not expect that the adoption of any recent accounting pronouncements will have a material impact to its financial statements.
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We are a development-stage company, incorporated in the State of Delaware on November 17, 2011, as a for-profit company, and an established fiscal year of December 31. We have not yet generated or realized any revenues from business operations. Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve (12) months unless we obtain additional capital to pay our bills.
Accordingly, we must raise cash from other sources other than loans we undertake.
From inception through December 31, 2012, our business operations have primarily been focused on developing our business plan, researching the market and industry players and creating our proto-type. We have spent a total of approximately $22,000 on start-up and general, administrative expenses and expenses related to registration. We have not generated any revenue from business operations. All cash currently held by us is the result of the sale of common stock to our directors and officers.
If we sell 100% of the shares is offering, we will satisfy our cash requirements only for 24 months – by which time we anticipate generating sufficient revenue from sales to maintain the company and grow. If we are unable to raise generate sufficient funds from sales, we will have enough capital to cover the costs of this offering and remain in good standing with the State of Delaware and maintain our status as a reporting issuer with the SEC for the next twelve months. The costs of this offering include the preparation of this prospectus, the filing of this registration statement and transfer agent fees and developing the business plan. As of December 31, 2012, 2012 we had $3,688 cash on hand and as at March 31, 2013 we had $1,204. We will utilize our cash on hand as well as any and all proceeds from this offering to implement our business plan.
Plan of Operations
We anticipate that the $180,000 we intend to raise in this offering will be sufficient to complete the investigation and analysis of what manufacturing costs are necessary to commence sales of our intended product (we do not intend to manufacture the product ourselves). We currently do not have patent protection nor a fully developed product. We have a proto-type which has been used effectively and is the basis for the venture. Once we have raised sufficient funds pursuant to this registration, we intend to retain a patent lawyer or patent agent to commence a patent filing for our product. We intend to have a patent application filed prior to initiating commercial sales of the product. Efforts will be proportional to funds raised to achieve these results. If we raise less than 30% of the offering we will be unable to take the minimum steps necessary and it is doubtful that the venture will succeed, though we will utilize all funds raised. Raising less than the $180,000 will decrease funds for the investigation and analysis as to the product and patent protection. The first money raised, of course, will be set aside and used for meeting our reporting requirements to the Securities Exchange Commission and the State of Delaware. We will use cash on hand as required.


Though our directors have created a prototype of the product themselves, in order to go into factory production exact specifications will be required. Mass production requirements such as e CAD design is necessary and the Company expects to hire external consultants for this work as our directors do not have these skills. We expect to do that after we have secured the funds to do so.
Our business plan and allocation of proceeds will vary to accommodate the amount of proceeds raised by the sale of securities hereunder and through other financing efforts. The Use of Proceeds table shows an increase in funds allocated to each category of expenses under our business plan somewhat in proportion to the percentage of shares sold (whether 30%, 50%, 75% or 100%), though as indicated,, we believe that we will need to raised at least 50% of the offering in order to have a realistic chance of success. Initially, we intend to interview patent and manufacturing firms to assist in protecting our idea and developing the product, but would not engage these service providers unless and until sufficient funds were raised. We intend to interview marketing and advertising agencies to assist in developing the marketing and advertising/promotional plans, but again would not engage these service providers unless and until sufficient funds were raised and then the terms of the engagement would be dependent upon amount of capital available. Initially, our officers and directors will continue to provide their home, computer and office equipment at no cost, but as computer hardware and software needs increase (and funds are available), new equipment to meet the back office requirements will be acquired. However, we estimate that we will require $180,000 that we are seeking to raise through this offering in order to commercialize our product and commence sales. Nevertheless, if our potential to raise capital appears exhausted, our management may decide to modify our business plan on a reduced scale and quality. A decision by management to implement our business plan on a reduced scale and quality may occur at any juncture during the early stages of our business development, whether we have raised 30%, 50%, 75% or 100% of the proceeds that we will be seeking to raise through this offering. The less we raise, the less likely the chances are for success.
During the 24 months following the completion of this offering, we intend to implement our business and marketing plan. We believe we must raise a total of $180,000 (that we are seeking to raise through this offering) to pay for expenses associated with our development and sales growth over the next 24 months in order to become self-sustaining.
As of March 31, 2013 we had cash on hand of $1,204.
During the next 12 months, we intend to establish our new parents and caregivers product. The product intends to be developed to provide a easily stored apparatus to assist parents and caregivers when their children are unable to rest. The Company anticipates utilizing consultants to improve on the design of the product.
We intend to raise a total of $180,000 to finance the further development, manufacture and marketing of the product. If we are not successful in raising the full $180,000 sought pursuant to this registration, there can be no assurance that such financing will be available later, or if available, on what terms such financing will consist. If we are successful in manufacturing and marketing our product, we believe that we will be able to derive revenue from the sale of our intended product to our prospective customers.
We believe that there is a strong need for a Babyrocker product for new parents and caregivers that create a way to lower anxiety related with newborns who have difficulty sleeping. We anticipate that parents may find a built-in support system where sharing thoughts and concerns with other parents alleviating stress and isolation. We anticipate that our intended members will be loyal, come back to monitor other success with our product, refer others and provide feedback and testimonial about how the Babyrocker helps young families.


We anticipate that our product revenue stream will come from multiple sources:
Sales of the product and any add-ons


Strategic Partnerships

We intend to sell our product to industries that have a relevant message or existing practice for reaching young families. These include children’s retail, pediatricians, hospital networks, early learning and development companies, and baby products.

The Company believes the Babyrocker is an added value product for newborn parents. The baby product market is a very competitive market, therefore the Company understands that in order to achieve the best market share in the shortest amount of time, it will need to pursue licensing or strategic partnerships. Licensing can be achieved by having a brand name manufacturer license the Babyrocker product to be used under their brand name. On the other hand, Babyrocker can license a brand name for the purpose of selling its Babyrocker under the brand name or the babyrocker can be white labelled for any significant retail marketer. Strategic partnerships for either investment/distribution will be pursued by the company. These business plans for licensing and strategic partnership will be the responsible of the officers and directors.

At present, we have no licensing or strategic partnership agreements and there is no guarantee that will be able to enter into a licensing or strategic partnership agreement.

Since inception, we have accumulated net losses of approximately $28,641.

We believe that it will cost approximately $180,000 to commercialize and initiate sales of our product. These costs will include, patent applications, the manufacturing and marketing of the product and a good web site. We also expect to obtain liability insurance once we begin the operation of our business. This will be part of the money allocated to working capital. There can be no assurance that we will be able to secure financing. If we do not secure the required financing, we will not be able to develop the product and if we do develop the product there is no guarantee we will obtain patent protection.

Over the next 24 months we expect to expand to expend approximately $180,000 on our operations (See page 10 risk factor). Our use of proceeds is set forth in the table on page 20. Until we execute our business plan and begin to generate revenue through sales, licensing or a strategic partnership we will have no source of revenue. We intend to pursue capital through this public channel in order to finance our businesses activities.

We have not yet begun production of our anticipated product and there can be no assurance that our product will be accepted by the marketplace and that we will be able to generate revenues. Our management does not plan to hire any employees at this time. Our officers and directors will be responsible for business plan development.

Results of Operations

There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred losses of $28,641 on our operations as of March 31, 2013 on general and administrative expenses and our Registration Statement. Our only other activity consisted of the sale of 1,500,000 shares of our common stock to our directors and officers for aggregate proceeds of $19,500.


We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent refining its business plan and preparing for a primary financial offering.
Liquidity and Capital Resources

As of the date of this 10Q, we had yet to generate any revenues from our business operations. For the period of inception through (November 17, 2011) through the period ended December 31, 2012 we issued 1,500,000 shares of common stock to our officers and directors for cash proceeds of $19,500.

Our current cash on hand as of March 1, 2013 is $1,204. Accordingly, we anticipate that our current cash on hand is not sufficient to meet the new obligations associated with being a company that is fully reporting with the SEC. However, to the extent that we do not expend the entire cash on hand on this offering, the remaining cash will be allocated to cover these new reporting company obligations, and our “Use of Proceeds” would be adjusted accordingly. Nonetheless, based on our disclosure above under “Use of Proceeds,” which is based on utilizing the entire cash on hand for this offering, we anticipate that any level of capital raised above 30% will allow us minimal operations for a twelve month period while meeting our State and SEC required compliance obligations.

We anticipate needing $90,000 to operate for the twelve months from the date of this prospectus and needing $180,000 in order to effectively execute our business plan over the next twenty four months. Beyond the next twenty four months, our business expansion may require additional capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt and/or capital structure.

Through December 31, 2012, we spent $21,805 on general operating expenses. We raised the cash amounts to be used in these activities from the sale of common stock to our officers and directors.

To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our officers do not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our officers.

As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.


The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

The directors and officers have made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

If the Company is unable to raise the funds partially through this offering the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that the Company will seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 1 of our financial statements.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of two individuals who are also our only officers. Our officers make decisions on all significant corporate matters such as the approval of terms of the compensation of our officers and the oversight of the accounting functions.

The Company has not yet adopted a Corporate Code of Conduct nor any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in financial and commodity market prices and rates. We do not currently use derivative financial instruments to manage risks related to changes in prices of commodities or interest rates.
Our management will monitor whether financial derivatives become available which could effectively hedge identified risks and management may in the future elect to use derivative financial instruments consistent with our overall business objectives to avoid unnecessary risk and to limit, to the extent practical, risks associated with our operating activities.
Critical Accounting Policies

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of September 30, 2012, the end of the three-month period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.
Item 1A. Risk Factors.
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.

Not applicable.
Item 5. Other Information.

Item 6. Exhibits
Exhibit No.
Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1).
Bylaws (Incorporated by reference from our Registration Statement on Form S-1).
Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Peretz Yehudah Aisenstark.
Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Peretz Yehudah Aisenstark.
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
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 6, 2013
/s/ Peretz Yehudah Aisenstark  
  Name: Peretz Yehudah Aisenstark  
President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors (who also performs as the
Principal Executive and Principal Financial
and Accounting Officer)