10-Q

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 0-55270

FLASR, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-2681687
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1075 Peachtree Street NE, Suite 3650

Atlanta, GA 30309 

(Address of principal executive offices) 

409-965-376 

 (Registrant’s telephone number, including area code)

_____________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ¨

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 ¨ No x

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	x
(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 ¨ No x

As of November 10, 2014, 107,000,000 shares of common stock, par value $0.001 per share, were issued and outstanding.

TABLE OF CONTENTS

		PAGE
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13
Item 4.	Controls and Procedures		13
PART II OTHER INFORMATION
Item 1.	Legal Proceedings		14
Item IA.	Risk Factors		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosures		14
Item 5.	Other Information		14
Item 6.	Exhibits		15

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

FLASR, INC.

(Formerly: Language Arts Corp.)

BALANCE SHEET

(Unaudited)

				September 30, 2014			March 31, 2014
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	22,021		$	134
	Accounts Receivable, net				4,350			4,698
	Inventory				12,231			11,912
		Total Current Assets			38,602			16,744
Intangible assets, net of $288 and $164 in amortization, respectively					4,837			4,678
			Total Assets	$	43,439		$	21,422
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts Payable			$	101,031		$	62,639
	Accrued Interest Payable			$	4,195		$	-
	Short-term debt				125,000			5,000
	Due to Shareholder				219,731			248,864
		Total Current Liabilities			449,957			316,503
			Total Liabilities		449,957			316,503
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
	Common stock, $0.001 par value, 150,000,000 shares authorized, 107,000,000 and 86,000,000 shares issued and outstanding as of September 30, 2014 and March 31, 2014, respectively				107,000			86,000
	Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2014 and March 31, 2014				-			-
	Additional paid-in captial				(107,000	)		(86,000	)
	Accumulated deficit				(406,518	)		(295,081	)
		Total Stockholders' Deficit			(406,518	)		(295,081	)
			Total Liabilities and Stockholders' Deficit	$	43,439		$	21,422

See Accompanying Notes to Unaudited Condensed Financial Statements

3

FLASR, INC.

(Formerly: Language Arts Corp.)

STATEMENT OF OPERATIONS

(Unaudited)

			Three Months Ended September 30,						Six Months Ended September 30,
			2014			2013			2014			2013
REVENUES			$	598		$	-		$	3,730		$	-
COST OF SALES				515			-			2,009			-
	GROSS PROFIT			83			-			1,721			-
OPERATING EXPENSES:
	General and administrative			44,058			6,486			62,381			23,593
	Preproduction Costs			39,850			-			40,350			6,250
	Product Marketing Costs			2,090			12,656			4,926			53,441
	Amortization Expense			124			-			124			-
	Interest Expense			4,195			-			4,195			-
	Research and Development Costs			-			4,400			1,182			28,303
		Total Operating Expenses		90,317			23,542			113,158			111,587
NET LOSS			$	(90,234	)	$	(23,542	)	$	(111,437	)	$	(111,587	)
Basic and diluted loss per share			$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding:				89,195,652			86,000,000			87,606,557			86,000,000

See Accompanying Notes to Unaudited Condensed Financial Statements

4

FLASR, INC.

(Formerly: Language Arts Corp.)

STATEMENT OF CASH FLOWS

(Unaudited)

					Six Months Ended Sept 30,
					2014			2013
OPERATING ACTIVITIES
	Net loss				$	(111,437	)	$	(111,587	)
	Amortization expense					124			-
	Adjustments to reconcile netloss to net cash provided by operations:
		Net changes in assets and liabilities:
			Increase in prepaid expenses			-			(13,822	)
			Decrease in accounts receivable			348
			Increase (decrease) in accounts payable			38,392			(2,631	)
			Increase (decrease) in accrued interest payable			4,195
			Increase in inventory			(319	)		(15,299	)
				Net Cash Used in Operating Activities		(68,697	)		(143,339	)
INVESTING ACTIVITIES
	Capitalized trademark costs					(283	)		(4,620	)
				Net Cash Used in Investing Activities		(283	)		(4,620	)
FINANCING ACTIVITIES
	Proceeds from shareholder loans					16,778			161,035
	Repayment from shareholder loans					(45,911	)
	Proceeds from other debt					125,000			-
	Repayment from other debt					(5,000	)		-
				Net Cash Provided by Financing Activities		90,867			161,035
NET INCREASE IN CASH AND CASH EQUIVALENTS						21,887			13,076
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						134			1,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	22,021		$	14,076
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			$	-		$	-
		Income taxes				-			-

See Accompanying Notes to Unaudited Condensed Financial Statements

5

FLASR, Inc. 

(Formerly: Language Arts Corp.) 

Notes to Condensed Financial Statements 

(Unaudited)

NOTE 1 – HISTORY AND ORGANIZATION OF THE COMPANY

FLASR, Inc.

FLASR, Inc. (“FLASR”) was incorporated in the State of Delaware on February 13, 2013 to engage in the business of selling portable tobacco flasks. Mr. Everett Dickson owned all of the issued and outstanding shares of common stock of FLASR and was its President and Chief Executive Officer, Secretary and Treasurer and sole director.

Language Arts Corp.

The Language Arts Corp. (“Language Arts”) was incorporated in the State of Nevada on April 22, 2013 to design, develop and launch an online language learning and translation service via the Internet but never commenced such planned operations, had limited start-up operations, and generated no revenues.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements.

The Company has elected a March 31 fiscal year end.

The accompanying condensed consolidated financial statements at September 30, 2014 and March 31, 2014 and for the three-month and six-month periods ended September 30, 2014 and 2013 contain all normally recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for such periods. Operating results for the three and six month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending March 31, 2015.

6

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the FLASR’S audited financial statements for the year ended March 31, 2014, attached as Exhibit 99.1 to the Form 8-K filed with the SEC on September 18, 2014.

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using US GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited operating history and a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources.

Management plans to raise money by selling stock, and expects additional cash flows from sales in future periods. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – EQUITY RECAPITALIZATION

Stock Purchase

On July 23, 2014, pursuant to a stock purchase agreement with Language Arts, Mr. Everett Dickson and FLASR, Mr. Dickson consummated the purchase of 6,000,000 (pre-split, as described below) shares of common stock, par value $0.001 per share, of the Language Arts from Maria del Pilar Jaen which represented 63.15% of the issued and outstanding shares of Language Arts on a fully diluted basis. The purchase price for the shares of $30,000 is payable by Mr. Dickson to Ms. Jaen on January 23, 2015.

Effective July 23, 2014, in connection with the closing of the stock purchase agreement, Ms. Jaen resigned as the sole officer and director of Language Arts and Mr. Dickson was appointed President, Chief Executive Officer, Chief Financial Officer and sole director of Language Arts. Mr. Dickson took control with the intention of merging FLASR into Language Arts. 

Stock Split, Equity Transactions, and Reorganization

On July 30, 2014, Language Arts’ board of directors approved the implementation of a stock dividend payment, effective on September 22, 2014, in the form of a 1:6 forward stock split whereby each holder of record on August 28, 2014 of the 9,500,000 issued and outstanding shares of common stock automatically received shares at the rate of 1 for 5, without any action on the part of the stockholders. Accordingly, there were an additional 47,500,000 shares of common stock issued and outstanding on the said date.

7

Effective September 22, 2014, Language Arts, having amended and restated its articles of incorporation with the Secretary of State of Nevada; (i) changed its name to FLASR, Inc.; (ii) increased the amount of authorized shares of common stock from 75,000,000 to 150,000,000; and (iii) authorized the issuance of 5,000,000 shares of blank check preferred stock. In addition, Language Arts changed its ticker symbol from “LGUA” to "FLSR".

FLASR Acquisition

On September 16, 2014, Language Arts acquired all of the outstanding capital stock (the “Shares”) of FLASR pursuant to a stock purchase agreement with FLASR and its sole stockholder Everett Dickson. As a result, FLASR became a wholly owned subsidiary of Language Arts.

In exchange for the Shares, Language Arts issued an aggregate of 50,000,000 shares (post-split) of its common stock to Mr. Dickson, resulting in Mr. Dickson owning 80.4% of the 107,000,000 issued and outstanding share capital of Language Arts (after adjusting for the 1:6 forward stock split as described above).

Reverse Capitalization

The acquisition of FLASR by Language Arts was treated as a reverse capitalization, with FLASR deemed the accounting acquirer and Language Arts deemed the accounting acquiree under the purchase method of accounting. The reverse merger is deemed a recapitalization and the accompanying financial statements represent the continuation of the financial statements of FLASR (the accounting acquirer/legal subsidiary) except for its capital structure, and the accompanying financial statements reflect the assets and liabilities of FLASR recognized and measured at their carrying value before the combination and the assets and liabilities of Language Arts (the legal acquiree/legal parent). The equity structure reflects the equity structure of Language Arts, the legal parent, and the equity structure of FLASR, the accounting acquirer, as restated to reflect the number of shares of the legal parent. The merged entity is referred to herein as “the Company”.

The following table reflects the net change in authorized, issued and outstanding shares of common and preferred stock of Language Arts, FLASR and the Company as a result of the reverse capitalization (as described in Note 2):

	Stockholders' Deficit
Description	Authorized		Issued and Outstanding		Authorized			Issued and Outstanding
	Language Arts				FLASR
	Common Shares				Common Shares
Beginning Balances-March 31, 2014						200			200
Original Balances-Language Arts		75,000,000		9,500,000
Increase in authorized shares		75,000,000		-		-			-
Adjust for 1:6 forward stock split		-		47,500,000		-			-
Issuance of shares for FLASR acquisition		-		50,000,000		-			-
Elimination at FLASR's acquisition		-		-		(200	)		(200	)
Ending balances-September 30, 2014*		150,000,000		107,000,000		-			-
		Preferred Shares
Beginning Balances-March 31, 2014		-		-
Increase in authorized shares		5,000,000		-
Ending balances-September 30, 2014*		5,000,000		-

* The Company's post reverse capitalization share balances. The par value on ending common and preferred shares is $0.001.

8

NOTE 5 – INDEFINITE-LIVED INTANGIBLE ASSETS

The Company owns the FLASR trademark, which is used to market its products. As of September 30, 2014 and March 31, 2014, the total capitalized cost related to our trademark was $4,837 and $4,678, net of accumulated amortization of $288 and $164, respectively. Management determined that trademark has a 10 year useful life and it is being amortized over this period using the straight-line method.

NOTE 6 – RELATED PARTY TRANSACTIONS

Loans from shareholders represents a net short term payable that resulted from operating activities between the FLASR, the Company and Everett Dickson, FLASR’s founder and primary shareholder, and EMDI, LLC., FLASR’s affiliate owned 100% by Everett Dickson.

As of September 30, 2014 and March 31, 2014, the Company and FLASR, respectively, had outstanding notes payable to related parties of $219,731 and $248,864, respectively. These notes are unsecured, payable upon demand and have no stated interest rate.

NOTE 7 – NOTES PAYABLE

During the first quarter of 2015, the Company incurred in a notes payable with a third party for $50,000, 12% of interest rate and maturity date of March, 10, 2015.

During the second quarter of 2015, the Company incurred in a note payable with a third party for $75,000, 10% of interest rate and maturity date of September 2, 2015.

During the second quarter of 2015, the Company repaid $5,000 outstanding on FLASR’s note payable with a third party.

9

Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Quarterly Report on Form 10-Q, references to the “Company,”, “we,” “our” or “us” refer to Flasr, Inc. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with the financial statements of the Company which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

Plan of Operation

On July 23, 2014, Everett Dickson consummated the purchase of 6,000,000 shares of common stock of the Company from Maria del Pilar Jaen. The shares represented 63% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares of $30,000 is payable by Mr. Dickson to Ms. Jean on January 23, 2015. Everett Dickson, the majority stockholder and sole officer and director of the Company, took control of the Company with the intention of merging his private, solely owned company "FLASR Inc." into the Company. The Board approved the implementation of a stock dividend payment in the form of a 1:6 forward stock split whereby shares of common stock held by each stockholder of record on August 28, 2014 automatically received shares at the rate of 1 for 5, without any action on the part of the stockholders. Accordingly, there were an additional 47,500,000 shares of common stock issued and outstanding. The Company has also filed an application with FINRA to (i) change the ticker symbol of the Company to "FLSR", (ii) change the name of the Company to FLASR Inc., (iii) increase the authorized share shares of common stock from 75,000,000 to 150,000,000 and (iv) increase the authorized share capital of the Company by providing for the adoption of 5,000,000 shares of blank check preferred stock.

Pursuant to the closing of the Purchase Agreement on September 16, 2014, the Company acquired all of the issued and outstanding capital stock of FLASR Inc. from Mr. Dickson for 50,000,000 shares of the Company’s common stock and FLASR became a wholly-owned subsidiary of the Company. As a result of the acquisition, management intends to focus the Company’s business on FLASR’s development and sale of the portable FLASRs for tobacco by products.

10

Results of Operations

For the three months ended September 30, 2014 and September 30, 2013

Revenues

The Company generated $598 in revenues during the three months ended September 30, 2013, as compared to no revenues for the three months ended September 30, 2013.

Total operating expenses

For the three months ended September 30, 2014, total operating expenses were $90,317, consisting of general and administrative expenses of $44,058, preproduction costs of $39,850, interest expense of $4,195, product marketing costs of $2,090 and amortization expense of $124. For the three months ended September 30, 2013, total expenses were $23,542, which is attributable to $12,656 in product marketing costs, $6,486 in general and administrative expenses and $4,400 in research and development costs. Operating expenses increased $66,775, or approximately 284%, primarily due to the preproduction costs which did not exist as of the three months ended September 30, 2013 and the increase in general and administrative expenses.

Net loss

For the three months ended September 30, 2014, the Company had a net loss of $90,234, as compared to a net loss for the three months ended September 30, 2013 of $23,542.

Comparison of Six Months Ended September 30, 2014 and 2013

Revenues

The Company generated $3,730 in revenues for the six months ended September 30, 2014, as compared to no revenues for the six months ended September 30, 2013.

Total operating expenses

During the six months ended September 30, 2014 and 2013, total operating expenses were $113,158 and $111,587, respectively.

11

Net loss

During the six months ended September 30, 2014 and 2013, the net loss was $111,437 and $111,587, respectively.

Liquidity and Capital Resources

As of September 30, 2014, the Company had approximately $22,021 in cash. We estimate that within the next 12 months we will need approximately $1,500,000 for the next twelve months to develop our business. We cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance of additional shares and the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If adequate funds are not available or not available on acceptable terms, we may be unable to fund our operations. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

As of September 30, 2014, the Company and its wholly owned subsidiary FLASR, had outstanding notes payable to related parties of $219,731. These notes are unsecured, payable upon demand and have no stated interest rate.

Going Concern

As of September 30, 2014, the Company has not recognized any revenue, has total stockholders’ deficit of $406,518 and total liabilities of $449,957 from inception through April 30, 2014. Our auditors have issued a going concern opinion on our audited financial statements for the year ended April 30, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

12

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure 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 (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. As of September 30, 2014, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of September 30, 2014.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 16, 2014, the Company issued 50,000,000 shares of common stock to Mr. Dickson in consideration for the shares of FLASR Inc. The shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Act, for transactions by an issuer, not involving a public offering.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information

None.

14

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
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

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLASR, INC.
Dated: November 13, 2014	By:	/s/ Everett Dickson
		Everett Dickson President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF 

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER 

PURSUANT TO 

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Everett Dickson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Flasr, Inc. a Nevada corporation, for the quarter ended September 30, 2014;
2.	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;
3.	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;
4.	The registrant’s other certifying officer(s) and I are 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:

a.	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;
b.	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;
c.	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
d.	Disclosed in this report any change in 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

5. The registrant’s other certifying officer(s) and 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):

a.	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
b.	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.

Date: November 13, 2014	By:	/s/ Everett Dickson
		Everett Dickson
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Everett Dickson, President, Chief Executive Officer and Chief Financial Officer of Flasr, Inc. (the “Registrant”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Registrant for the quarter ended September 30, 2014 (the “Report”):

(1) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: November 13, 2014	By	/s/ Everett Dickson
		Everett Dickson President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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EQUITY RECAPITALIZATION

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 4 - EQUITY RECAPITALIZATION

Stock Purchase

On July 23, 2014, pursuant to a stock purchase agreement with Language Arts, Mr. Everett Dickson and FLASR, Mr. Dickson consummated the purchase of 6,000,000 (pre-split, as described below) shares of common stock, par value $0.001 per share, of the Language Arts from Maria del Pilar Jaen which represented 63.15% of the issued and outstanding shares of Language Arts on a fully diluted basis. The purchase price for the shares of $30,000 is payable by Mr. Dickson to Ms. Jaen on January 23, 2015.

Effective July 23, 2014, in connection with the closing of the stock purchase agreement, Ms. Jaen resigned as the sole officer and director of Language Arts and Mr. Dickson was appointed President, Chief Executive Officer, Chief Financial Officer and sole director of Language Arts. Mr. Dickson took control with the intention of merging FLASR into Language Arts. 

Stock Split, Equity Transactions, and Reorganization

On July 30, 2014, Language Arts’ board of directors approved the implementation of a stock dividend payment, effective on September 22, 2014, in the form of a 1:6 forward stock split whereby each holder of record on August 28, 2014 of the 9,500,000 issued and outstanding shares of common stock automatically received shares at the rate of 1 for 5, without any action on the part of the stockholders. Accordingly, there were an additional 47,500,000 shares of common stock issued and outstanding on the said date.

Effective September 22, 2014, Language Arts, having amended and restated its articles of incorporation with the Secretary of State of Nevada; (i) changed its name to FLASR, Inc.; (ii) increased the amount of authorized shares of common stock from 75,000,000 to 150,000,000; and (iii) authorized the issuance of 5,000,000 shares of blank check preferred stock. In addition, Language Arts changed its ticker symbol from “LGUA” to "FLSR".

FLASR Acquisition

On September 16, 2014, Language Arts acquired all of the outstanding capital stock (the “Shares”) of FLASR pursuant to a stock purchase agreement with FLASR and its sole stockholder Everett Dickson. As a result, FLASR became a wholly owned subsidiary of Language Arts.

In exchange for the Shares, Language Arts issued an aggregate of 50,000,000 shares (post-split) of its common stock to Mr. Dickson, resulting in Mr. Dickson owning 80.4% of the 107,000,000 issued and outstanding share capital of Language Arts (after adjusting for the 1:6 forward stock split as described above).

Reverse Capitalization

The acquisition of FLASR by Language Arts was treated as a reverse capitalization, with FLASR deemed the accounting acquirer and Language Arts deemed the accounting acquiree under the purchase method of accounting. The reverse merger is deemed a recapitalization and the accompanying financial statements represent the continuation of the financial statements of FLASR (the accounting acquirer/legal subsidiary) except for its capital structure, and the accompanying financial statements reflect the assets and liabilities of FLASR recognized and measured at their carrying value before the combination and the assets and liabilities of Language Arts (the legal acquiree/legal parent). The equity structure reflects the equity structure of Language Arts, the legal parent, and the equity structure of FLASR, the accounting acquirer, as restated to reflect the number of shares of the legal parent. The merged entity is referred to herein as “the Company”.

The following table reflects the net change in authorized, issued and outstanding shares of common and preferred stock of Language Arts, FLASR and the Company as a result of the reverse capitalization (as described in Note 2):

	Stockholders' Deficit
Description	Authorized		Issued and Outstanding		Authorized			Issued and Outstanding
	Language Arts				FLASR
	Common Shares				Common Shares
Beginning Balances-March 31, 2014						200			200
Original Balances-Language Arts		75,000,000		9,500,000
Increase in authorized shares		75,000,000		-		-			-
Adjust for 1:6 forward stock split		-		47,500,000		-			-
Issuance of shares for FLASR acquisition		-		50,000,000		-			-
Elimination at FLASR's acquisition		-		-		(200	)		(200	)
Ending balances-September 30, 2014*		150,000,000		107,000,000		-			-
		Preferred Shares
Beginning Balances-March 31, 2014		-		-
Increase in authorized shares		5,000,000		-
Ending balances-September 30, 2014*		5,000,000		-

* The Company's post reverse capitalization share balances. The par value on ending common and preferred shares is $0.001.   

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GOING CONCERN

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using US GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited operating history and a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources.

Management plans to raise money by selling stock, and expects additional cash flows from sales in future periods. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Balance Sheets (USD $)	Sep. 30, 2014	Mar. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 22,021	$ 134
Accounts Receivable, net	4,350	4,698
Inventory	12,231	11,912
Total Current Assets	38,602	16,744
Intangible assets, net of $288 and $164 in amortization, respectively	4,837	4,678
Total Assets	43,439	21,422
CURRENT LIABILITIES
Accounts payable	101,031	62,639
Accrued Interest Payable	4,195
Short-term debt	125,000	5,000
Due to Shareholder	219,731	248,864
Total Current Liabilities	449,957	316,503
Total Liabilities	449,957	316,503
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 150,000,000 shares authorized, 107,000,000 and 86,000,000 shares issued and outstanding as of September 30, 2014 and March 31, 2014, respectively	107,000	86,000
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2014 and March 31, 2014
Additional paid-in capital	(107,000)	(86,000)
Accumulated deficit	(406,518)	(295,081)
Total Stockholders' Deficit	(406,518)	(295,081)
Total Liabilities and Stockholders' Deficit	$ 43,439	$ 21,422

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HISTORY AND ORGANIZATION OF THE COMPANY

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

Note 1 - HISTORY AND ORGANIZATION OF THE COMPANY

FLASR, Inc.

FLASR, Inc. (“FLASR”) was incorporated in the State of Delaware on February 13, 2013 to engage in the business of selling portable tobacco flasks. Mr. Everett Dickson owned all of the issued and outstanding shares of common stock of FLASR and was its President and Chief Executive Officer, Secretary and Treasurer and sole director.

Language Arts Corp.

The Language Arts Corp. (“Language Arts”) was incorporated in the State of Nevada on April 22, 2013 to design, develop and launch an online language learning and translation service via the Internet but never commenced such planned operations, had limited start-up operations, and generated no revenues.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements.

The Company has elected a March 31 fiscal year end.

The accompanying condensed consolidated financial statements at September 30, 2014 and March 31, 2014 and for the three-month and six-month periods ended September 30, 2014 and 2013 contain all normally recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for such periods. Operating results for the three and six month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending March 31, 2015.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the FLASR’S audited financial statements for the year ended March 31, 2014, attached as Exhibit 99.1 to the Form 8-K filed with the SEC on September 18, 2014.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Mar. 31, 2014
Balance Sheets Parenthetical
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	107,000,000	86,000,000
Common stock, shares outstanding	107,000,000	86,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Intangible assets, net of amortization	$ 288	$ 164

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Document and Entity Information	6 Months Ended
	Sep. 30, 2014	Nov. 10, 2014
Document and Entity Information:
Entity Registrant Name	FLASR, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001577189
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding		107,000,000

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statements Of Operations
REVENUES	$ 598		$ 3,730
COST OF SALES	515		2,009
GROSS PROFIT	83		1,721
OPERATING EXPENSES:
General and administrative	44,058	6,486	62,381	23,593
Preproduction Costs	39,850		40,350	6,250
Product Marketing Costs	2,090	12,656	4,926	53,441
Amortization Expense	124		124
Interest Expense	4,195		4,195
Research and Development Costs		4,400	1,182	28,303
Total Operating Expenses	90,317	23,542	113,158	111,587
NET LOSS	$ (90,234)	$ (23,542)	$ (111,437)	$ (111,587)
Basic and diluted loss per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Basic and diluted weighted average common shares outstanding:	89,195,652	86,000,000	87,606,557	86,000,000

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NOTES PAYABLE

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 7 - NOTES PAYABLE

During the first quarter of 2015, the Company incurred in a notes payable with a third party for $50,000, 12% of interest rate and maturity date of March, 10, 2015.

During the second quarter of 2015, the Company incurred in a note payable with a third party for $75,000, 10% of interest rate and maturity date of September 2, 2015.

During the second quarter of 2015, the Company repaid $5,000 outstanding on FLASR’s note payable with a third party.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 6 - RELATED PARTY TRANSACTIONS

Loans from shareholders represents a net short term payable that resulted from operating activities between the FLASR, the Company and Everett Dickson, FLASR’s founder and primary shareholder, and EMDI, LLC., FLASR’s affiliate owned 100% by Everett Dickson.

As of September 30, 2014 and March 31, 2014, the Company and FLASR, respectively, had outstanding notes payable to related parties of $219,731 and $248,864, respectively. These notes are unsecured, payable upon demand and have no stated interest rate.

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INDEFINITE-LIVED INTANGIBLE ASSETS (Details Narrative) (USD $)	Sep. 30, 2014	Mar. 31, 2014
Indefinite-Lived Intangible Assets Details Narrative
Capitalized cost related	$ 4,837	$ 4,678
Accumulated amortization	$ 288	$ 164

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EQUITY RECAPITALIZATION (Tables)

6 Months Ended

Sep. 30, 2014

Equity Recapitalization Tables

Reverse capitalization

The following table reflects the net change in authorized, issued and outstanding shares of common and preferred stock of Language Arts, FLASR and the Company as a result of the reverse capitalization (as described in Note 2):

	Stockholders' Deficit
Description	Authorized		Issued and Outstanding		Authorized			Issued and Outstanding
	Language Arts				FLASR
	Common Shares				Common Shares
Beginning Balances-March 31, 2014						200			200
Original Balances-Language Arts		75,000,000		9,500,000
Increase in authorized shares		75,000,000		-		-			-
Adjust for 1:6 forward stock split		-		47,500,000		-			-
Issuance of shares for FLASR acquisition		-		50,000,000		-			-
Elimination at FLASR's acquisition		-		-		(200	)		(200	)
Ending balances-September 30, 2014*		150,000,000		107,000,000		-			-
		Preferred Shares
Beginning Balances-March 31, 2014		-		-
Increase in authorized shares		5,000,000		-
Ending balances-September 30, 2014*		5,000,000		-

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EQUITY RECAPITALIZATION (Details)			6 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2014 Language Arts Common Shares [Member]	Sep. 30, 2014 FLASR Common Shares [Member]	Sep. 30, 2014 Preferred Shares [Member]
Beginning Balances, Authorized	150,000,000	150,000,000		200
Original Balances-Language Arts, Authorized			75,000,000
Increase in authorized shares, Authorized			75,000,000
Adjust for 1:6 forward stock split, Authorized
Issuance of shares for FLASR acquisition, Authorized
Elimination at FLASR's acquisition, Authorized				(200)
Ending Balances, Authorized	150,000,000	150,000,000	150,000,000
Beginning Balances, Issued and Outstanding	107,000,000	86,000,000		200
Original Balances-Language Arts, Issued and Outstanding			9,500,000
Increase in authorized shares, Issued and Outstanding
Adjust for 1:6 forward stock split, Issued and Outstanding			47,500,000
Issuance of shares for FLASR acquisition, Issued and Outstanding			50,000,000
Elimination at FLASR's acquisition, Issued and Outstanding				(200)
Ending Balances, Issued and Outstanding	107,000,000	86,000,000	107,000,000
Beginning Balances, Preferred Shares	5,000,000	5,000,000
Increase in authorized shares					5,000,000
Ending Balances, Preferred Shares	5,000,000	5,000,000			5,000,000

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RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Sep. 30, 2014	Mar. 31, 2014
Related Party Transactions Details Narrative
Notes payable to related parties	$ 219,731	$ 248,864

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Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
OPERATING ACTIVITIES
Net loss	$ (111,437)	$ (111,587)
Amortization expense	124
Net changes in assets and liabilities:
Increase in prepaid expenses		(13,822)
Decrease in accounts receivable	348
Increase (decrease) in accounts payable	38,392	(2,631)
Increase (decrease) in accrued interest payable	4,195
Increase in inventory	(319)	(15,299)
Net Cash Used in Operating Activities	(68,697)	(143,339)
INVESTING ACTIVITIES
Capitalized trademark costs	(283)	(4,620)
Net Cash Used in Investing Activities	(283)	(4,620)
FINANCING ACTIVITIES
Proceed from shareholder loans	16,778	161,035
Repayment from shareholder loans	(45,911)
Proceeds from other debt	125,000
Repayment from other debt	(5,000)
Net cash provided by Financing Activities	90,867	161,035
NET INCREASE IN CASH AND CASH EQUIVALENTS	21,887	13,076
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	134	1,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD	22,021	14,076
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest
Income taxes

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INDEFINITE-LIVED INTANGIBLE ASSETS

6 Months Ended

Sep. 30, 2014

Notes to Financial Statements

NOTE 5 - INDEFINITE-LIVED INTANGIBLE ASSETS

The Company owns the FLASR trademark, which is used to market its products. As of September 30, 2014 and March 31, 2014, the total capitalized cost related to our trademark was $4,837 and $4,678, net of accumulated amortization of $288 and $164, respectively. Management determined that trademark has a 10 year useful life and it is being amortized over this period using the straight-line method.