0001477932-16-009217.txt : 20160329 0001477932-16-009217.hdr.sgml : 20160329 20160329134010 ACCESSION NUMBER: 0001477932-16-009217 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 27 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160329 DATE AS OF CHANGE: 20160329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Litera Group Inc CENTRAL INDEX KEY: 0001648903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 474145514 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-206260 FILM NUMBER: 161534802 BUSINESS ADDRESS: STREET 1: 5751 BUCKINGHAM PKWY CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 424-543-4066 MAIL ADDRESS: STREET 1: 5751 BUCKINGHAM PKWY CITY: CULVER CITY STATE: CA ZIP: 90230 10-K 1 litera_10k.htm FORM 10-K litera_10k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

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

 

For the transition period from _______________ to _______________

 

Commission file number: 333-206260

 

LITERA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

47-4145514

(State or other jurisdiction of incorporation or organization)

IRS Employer (Identification No.)

 

5751 Buckingham Pkwy
Culver City, CA

90230

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (424) 543-4066

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

 

Indicate by checkmark whether the registrant has (1) 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 ¨

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

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 Act). Yes ¨ No x

 

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $365,000 as of March 25, 2016 (computed by reference to the bid price of a share of the registrant's common stock on that date as reported).

 

There were 14,150,000 shares of the registrant's common stock outstanding as of March 25, 2016.

 

 

 

TABLE OF CONTENTS

 

PART I

 

 

 

 

 

 

 

 

Item 1.

Business

 

 

3

 

 

 

 

 

 

 

Item 2.

Properties

 

 

7

 

 

 

 

 

 

 

Item 3.

Legal Proceeding

 

 

7

 

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

 

7

 

 

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

 

 

Item 5.

Market for the Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

8

 

 

 

 

 

 

 

Item 6.

Selected Financial Data

 

 

9

 

 

 

 

 

 

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

9

 

 

 

 

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

 

12

 

 

 

 

 

 

 

Item 8.

Financial Statements and Supplementary Data

 

 

13

 

 

 

 

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

14

 

 

 

 

 

 

 

Item 9A.

Controls and Procedures

 

 

14

 

 

 

 

 

 

 

Item 9B.

Other Information

 

 

15

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

 

 

Item 10.

Directors and Executive Officers and Corporate Governance

 

 

16

 

 

 

 

 

 

 

Item 11.

Executive Compensation

 

 

17

 

 

 

 

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 

 

19

 

 

 

 

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

 

19

 

 

 

 

 

 

 

Item 14.

Principal Accounting Fees and Services

 

 

20

 

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statements Schedules

 

 

21

 

 

 

 

 

 

 

Signatures

 

 

22

 

 

 

 

 

 

 

Certifications

 

 

 

 

 
2
 

 

PART I

 

Item 1. Business.

 

Litera Group, Inc. ("Litera," or the "Company") is currently an "emerging growth company" under the JOBS Act. A company loses its "emerging growth company" status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it 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. As an "emerging growth company," Litera is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation and Section 404(b) of the Sarbanes-Oxley Act of 2002 related to the requirement that management assess the effectiveness of the company's internal control for financial reporting. Furthermore, Section 103 of the JOBS Act provides that as an "emerging growth company", Litera is not required to comply with the requirement to provide an auditor's attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as Litera qualifies as an "emerging growth company." However, an "emerging growth company" is not exempt from the requirement to perform management's assessment of internal control over financial reporting.

 

Litera was incorporated under the laws of the State of Nevada on June 1, 2015. We were formed for the purpose of providing products and services within the film and theater production industry. Our founder, Mr. Wade Gardner, was appointed CEO, President, Secretary, CFO, Treasurer and Director of the Company. The Board voted to seek capital to carry out our business plan. We received our initial funding of $20,100 through the sale of common stock to Mr. Gardner who purchased 10,500,000 shares of our Common Stock on June 5, 2015. Our principal executive offices are located at 5751 Buckingham Pkwy, Culver City, CA 90230, our telephone number is (424) 543-4066 and our fax number is (424) 543-5072.

 

Litera is a developmental stage corporation that is dedicated to the creation and commercialization of literary and dramatic products and services with the aim of achieving profitability and sustaining growth of our business. Our implemented plan of operation is the development of screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offer abridgment and adaptation services, within the theater and film production community.

 

The key to our success lies in the Company's ability to identify a niche in the entertainment production market and fill the unsatisfied demand. Litera will target independent film and theatrical producers and small and experimental production studios that constantly scout for fresh entertainment material to produce and distribute. To save time and money, indie producers and small studios do not outlay expenses associated with creation of a literary or dramatic work, but instead procure completed aspiring projects to produce or distribute from others. This is the market niche that Litera has focused on.

 

Since our inception, we have commenced our business operations, including developing products, preliminary marketing of the completed work, as well as closing the first ten sales of our projects for an aggregate of $24,500. The Company also has three more finished products available for sale, as well as two more projects in advanced development status. We negotiate contract details for our products and services as an option or an outright sale basis. Currently, the Company secured all the resources and skills needed to create and market our products and services internally by utilizing our sole officer and director's creative writing abilities and his background within the film and theater entertainment. In the future, Litera may pursue additional avenues outside its own walls and look to outsource certain aspects of services and product development and engage playwrights/screenwriters for this purpose. We anticipate that, as the Company grows over the next twelve months, pools of expertise will be acquired by recruiting within the film and theater production industry and by the use of creative and marketing consultants, which will allow Litera to expand its management team and add to the Board of Directors.

 

 
3
 

 

Our operations to date have been devoted primarily to startup and development activities and the production and sale of our initial projects as follows:

 

1.

Incorporation of the Company;

 

 

2.

Initial funding from our Founder;

 

 

3.

Carrying out of our business plan;

 

 

4.

Initial procurement of prospective clientele for our products and services.

 

 

5.

Product development and securing our first ten sales.

 

As an emerging company, we continually analyze our business plan and operations in the light of current trends within the theater and film entertainment, market conditions and developments. We intend to become a self-sustained operational entity. In order to generate revenues, the management will aim to maximize the Company's business value by creating competitive products and services, addressing market and competition, utilizing specific marketing strategies, and establishing growth strategy for our company.

 

OUR PRINCIPAL PRODUCTS AND SERVICES

 

The Company develops literary and dramatic works such as screenplays, stage plays, comedy sketch and skit scripts, short film scripts, etc. for theater/film production. On our clients' request we will also provide abridgment and adaptation services on any products they are interested in. Abridgment is a condensing of a creative work into a shorter form while maintaining the unity of the original. Adaptation is conversion of an original work to another genre or medium (e.g. a short film script into a stage play, etc.)

 

The process for creating a literary or dramatic work can be an arduous one. For each project we conduct a needs assessment to determine the trends in certain categories of theater and film entertainment that enjoy popularity at the time. The theater and cinema culture is cyclical in nature; every once in a while a certain vision, topic or genre becomes popular, and producers release films and performances that adhere to this style or genre until the current interest and demand fizzle down. Other genres then take over and the process runs full cycle again. For purposes of demand and marketability, choosing a trend/genre that is currently on the edge of popularity is vital, and this is why a proper needs assessment is essential. We consider it the most important aspect of the entire process.

 

Next, we determine the feasibility of making our product a success. We consider our product a success when it garnishes interest from prospective buyers and results in a sale or option contract. During our feasibility analysis we explore and analyze similar films and performances in a chosen category that were proven successful over time to identify the creative and commercial attributes that made them work in order to utilize them for our projects.

 

We then identify the audience who we intend to reach through our product. Knowing the audience is important because it determines the content that will appear in the writing, as it may vary greatly depending on the intended audience. Targeting the product at specific audience increases the chances of the product sparking interest from potential buyers, so we must determine the market we intend our product for and cater to this audience's expectations throughout our writing.

 

Further, we move to concept development. We identify an idea or a story within a genre that is popular or gaining in popularity based on our needs assessment analysis. This is considered a product's early development where a story outline is created. Once the story outline takes shape, writing, or actual creative development, begins. It is the most time-consuming part of the process during which a workable script is crafted from a story outline. This crucial phase includes developing the format, narrative (plot, characters, story lines) and dialogue; introducing conflict, climax and resolution; writing out scene-by-scene physical interaction, utilizing symbolism, etc. The drafts are then rewritten and polished numerous times until we believe they are ready to be marketed for sale, at which time a logline and synopsis to convey both the content and the tone of the completed work are prepared for prospective clients' review and consideration. Litera makes sure to prepare these carefully thought out and compelling to engage and excite a prospective client about the potential of the project.

 

All phases of our product development, marketing and sales are conducted exclusively by Mr. Gardner, who devotes full time to the Company's operations. To-date, no capital has been expensed for development of our works. Litera develops products "on spec" (i.e. non-commissioned) and advertises them directly to our target market. Mr. Gardner uses his numerous industry contacts and studio introductions that he has developed over course of his career in entertainment business as the starting point in our clientele building. Depending on the complexity of the project, it takes Mr. Gardner about 2-6 weeks to produce a product ready for marketing.

 

 
4
 

 

TARGET MARKET AND OUR NICHE WITHIN

 

It is essential for the Company's success to identify a niche in the entertainment market and fill the unsatisfied demand. To select a niche in the entertainment market that Litera could cater to, the Company researched core groups of professionals within the large demographic entertainment community who have similar needs and interests that could be targeted with excellent results. All the research data was derived from available industry and marketing information accumulated by our sole officer and director and required no expenses. We were able to establish that, having weathered financial storms in the past decade, the dynamics within the entertainment industry encountered changes which resulted in an acute shortage of development capital for new projects both in film and theater. While major studios and production companies maintain control of the high-end of the market and the big movies and shows, the independent film and theatrical producers have proven themselves to be more efficient making low budget films and theater shows. To save time and money, indie producers and small studios do not outlay expenses associated with creation of a literary or dramatic work, but instead procure completed aspiring projects to produce or distribute from others. Litera will target independent film and theatrical producers and small and experimental production studios that constantly scout for new exciting projects to produce and distribute. This is the market niche that Litera has selected and will focus on.

 

COMPETITION, OUR COMPETITIVE STRATEGY AND METHODS OF COMPETITION

 

The film and theater production industry is highly competitive, and our Company faces competition ranging from large and well established film and theater production companies to thousands of small firms engaged in developing and producing play and screenplay options and other material in a similar manner as Litera and seeking to enter the industry.

 

Our competitive strategy is based on the facts that while Litera is at a significant disadvantage to more established competitors due to our lack of financial resources, scarcity of relationships within the film and theater production community and absence of major marketing tools, the barriers to entry into the industry are nevertheless relatively low. It takes skills, knowledge and contacts to develop and sell products and services similar to ours. The Company believes that Mr. Gardner's pre-existing industry connections, his experience and background may allow us to tap into the theater and film production industry with a certain level of credibility. We will aim to produce creatively unique projects to gain the competitive edge we need while watching closely for emerging trends in theater and cinema and demands of the audience.

 

The Company's primary method of competition is to market specifically to independent and experimental film makers and small theater production companies. To save time and money, indie producers and small studios do not outlay expenses associated with creation of a literary or dramatic work, and therefore, they rely on others to supply them with well-written material. We believe that since we have chosen this specific niche market, we will be able to target the right audience and cater to its demands.

 

MARKETING, MARKETING OBJECTIVES AND STRATEGIES

 

Litera markets its products and services directly to the theater and film production community, focusing specifically on independent film and theatrical producers and small and experimental production studios.

 

Our Marketing Objectives are as follows:

 

 

·

Establishing and promoting our presence in our selected targeted market

 

 

 

 

·

Creating and maintaining a media list of theater and film entertainment PR agencies and advertising firms contacts

 

 

 

 

·

Building a network of theater and film industry professional relationships and referrals

 

 
5
 

 

To promote and market our products and services, we may incorporate the following strategies:

 

 

·

Establishing online presence by designing a corporate website reflecting products and scope of services offered. We will also engage in a search engine optimization campaign to improve visibility of our website and assist us with awareness for our products and services. Optimizing a website may involve editing its content and HTML and associated coding to both increase its relevance to specific keywords and to remove barriers to the indexing activities of search engines.

 

 

 

 

·

Approaching our industry target market by email. The most basic method of contacting is a carefully thought out query letter, sent via email, which consists of a one-paragraph synopsis of a project, a bio, a logline, in standard business format. Focusing specifically on our selected target market community who have similar needs and interests may yield excellent results.

 

 

 

 

·

Engaging a PR campaign to obtain publicity and increase visibility for our business.

 

 

 

 

·

Participating in writers' conferences and pitch fests, as well as submitting completed scripts for selection to film and theater festivals. While winning a contest is obviously a good way to add value to the product, even entering in such competitions will result in getting exposure for our Company and in some cases in reviews.

 

Currently, Mr. Gardner promotes our products through many channels, including networking at local film and theater festivals and Internet sources, as well as expanding his personal professional relationships with small and experimental studios and independent producers. While Mr. Gardner has limited experience in developing and expanding a client base and marketing products to them, we anticipate that, as the Company grows over the next twelve months, pools of expertise will be acquired by recruiting within the theater and film production industry and by the use of technical and marketing consultants, which will allow qualified individuals to join Mr. Gardner on our management team and Board of Directors.

 

Currently, Litera does not have any existing relationships with PR agents, publicists, producers or producer's agents.

 

RESEARCH AND DEVELOPMENT

 

The Company has not expended funds for research and development costs since inception. Other than utilizing Mr. Gardner's experiences and available industry and marketing information, Litera has not undertaken any research and development activities regarding our target market and marketability of our products.

 

THEATRICAL AND FILM PRODUCTION INDUSTRY

 

The major business centers of film and theatrical production are concentrated in the United States, Europe, India and China. The theatrical and film production industry consists of the technological and commercial institutions that are involved in creation of a film or stage performance, such as: production companies, studios, cinematography, choreography, production, screen/playwriting, pre-production, post production, film and theater festivals, actors, dancers, singers, film and theatrical producers, directors and other personnel. Due to the great expense required to produce a movie or a stage play, the making of a film or a performance usually has to be done in conjunction with an already established production company. However, the production of independent films and small scale stage performances has begun to evolve with the advent of more affordable equipment and more sophisticated consumer technology, as well as the increasing visibility of independent festivals such as Sundance Film Festival or Contemporary American Theater Festival. Independent projects are often described as less commercially-driven art forms which differ significantly from the norms of plot-driven, mainstream classical Hollywood cinema or Broadway theater. Catering specifically to the needs of independent film and theatrical producers and small and experimental production studios is the focus of the Company's business.

 

 
6
 

 

OUR SIGNIFICANT EMPLOYEE

 

We currently have one employee, Mr. Gardner who is our founder and serves as our sole officer and director. Mr. Gardner currently devotes full time to our business and is responsible for our daily operations including product development, sales and marketing, fund raising, implementation of our general strategy and execution of our business plan.

 

Our future business and operating results depend significantly on the continued contributions and active participation of Mr. Gardner. This individual would be difficult or impossible to replace. The loss of this key contributor, or his failure to perform, could materially and adversely affect our Company's operations. While we may obtain Key Man insurance, such insurance may not be sufficient to cover the loss incurred in the event this executive officer is lost.

 

Currently, our officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We anticipate adding two (2) employees over the next twelve (12) months, one of which will be a screen/play writer. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.

 

Item 2. Properties.

 

Litera's corporate and operational offices are headquartered at 5751 Buckingham Pkwy., Culver City, CA 90230.

 

We do not currently own any property. While we are in the developmental stage, we lease our current principal executive office, which is a virtual office space conveniently located within GMT Studios, an actual California movie studio. This is an independent commercial production facility in Los Angeles with 6 sound stages, standing sets, lighting and grip equipment and an expendables store. The lease is $99 per quarter which is a discounted introductory rate. As a new GMT Studio member, the Company has access to a fully furnished private office suite, lounge, reception service and a research library. We use this office space for meeting with prospective clients, work related to our product development and advertising, and interviewing potential staff. When needed and for an additional fee we are able to reserve and rent various locations, stages and equipment as well as boardrooms and additional offices. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the Company.

 

Item 3. Legal Proceedings.

 

As of March 25, 2016, we were not a party to any legal proceedings that could have a material adverse effect on the Company's business, financial condition or operating results. Further, to the Company's knowledge no such proceedings have been threatened against the Company.

 

Item 4. Mine Safety Disclosures.

 

Not applicable

 

 
7
 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issue Purchases of Equity Securities.

 

Market Information

 

Our common stock is quoted on the OTC Markets ("OTCQB") under the symbol "LRGP."

 

The table below sets forth the high and low closing prices of the Company's common stock during the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not reflect actual transactions. The Company's Common Stock was initially quoted on the OTCQB on January 28, 2016. As of March 25, 2016, there have been no trades in the Company's common stock

 

 

 

2016
Price Range

 

2015
Price Range

 

 

High

 

Low

 

High

 

Low

 

First Quarter

 

n/a

 

n/a

 

n/a

 

n/a

 

Second Quarter

 

n/a

 

n/a

 

n/a

 

n/a

 

Third Quarter

 

n/a

 

n/a

 

n/a

 

n/a

 

Fourth Quarter

 

n/a

 

n/a

 

n/a

 

n/a

 

 

There was no closing sales price of the Company's common stock on March 25, 2016.

 

Holders

 

As of the date of this report there were approximately 37 holders of record of Company common stock. This does not include an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in "street name."

 

Dividends

 

Holders of common stock are entitled to receive such dividends as may be declared by the Company's Board of Directors. The Company did not declare or pay dividends during its fiscal year ended December 31, 2015.

 

To the extent Litera has any earnings, it will likely retain earnings to expand corporate operations and not use such earnings to pay dividends.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for Litera's common stock is Manhattan Transfer Registrar Co., 531 Cardens Court, Erie CO 80516, telephone 631-928-7655.

 

Repurchases of Our Securities

 

None of the shares of our common stock were repurchased by the Company during the fiscal year ended December 31, 2015.

 

 
8
 

 

Recent Sales of Unregistered Securities

 

During the period ended from inception on June 1, 2015 through December 31, 2015, the Company issued 10,50,000 shares of common stock to the sole officer of the Company for cash of $20,100.

 

Item 6. Selected Financial Data.

 

Litera is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Cautionary Statements.

 

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 ("1934 Act") as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar or comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

 

 

·

business strategy;

 

 

 

 

·

estimated quantities of oil and natural gas reserves;

 

 

 

 

·

technology;

 

 

 

 

·

financial strategy;

 

 

 

 

·

oil and natural gas realized prices;

 

 

 

 

·

timing and amount of future production of oil and natural gas;

 

 

 

 

·

the amount, nature and timing of capital expenditures;

 

 

 

 

·

drilling of wells;

 

 

 

 

·

competition and government regulations;

 

 

 

 

·

marketing of oil and natural gas;

 

 

 

 

·

exploitation or property acquisitions;

 

 

 

 

·

costs of exploiting and developing our properties and conducting other operations; 

 

 

 

 

·

general economic and business conditions; 

 

 

 

 

·

cash flow and anticipated liquidity;

 

 

 

 

·

uncertainty regarding our future operating results; and

 

 

 

 

·

plans, objectives, expectations and intentions contained in this annual report that are not historical.

 

 
9
 

 

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

 

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

 

As used in this annual report, the terms "we," "us," "our," "Company," and "Litera" mean Litera Group, Inc., unless the context clearly requires otherwise.

 

General

 

Litera was incorporated under the laws of the State of Nevada on June 1, 2015. We were formed for the purpose of providing products and services within the film and theater production industry. Our founder, Mr. Wade Gardner, was appointed CEO, President, Secretary, CFO, Treasurer and Director of the Company. The Board voted to seek capital to carry out our business plan. We received our initial funding of $20,100 through the sale of common stock to Mr. Gardner who purchased 10,500,000 shares of our Common Stock on June 5, 2015. Our principal executive offices are located at 5751 Buckingham Pkwy, Culver City, CA 90230, our telephone number is (424) 543-4066 and our fax number is (424) 543-5072.

 

Litera is a developmental stage corporation that is dedicated to the creation and commercialization of literary and dramatic products and services with the aim of achieving profitability and sustaining growth of our business. Our implemented plan of operation is the development of screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offer abridgment and adaptation services, within the theater and film production community.

 

The key to our success lies in the Company's ability to identify a niche in the entertainment production market and fill the unsatisfied demand. Litera will target independent film and theatrical producers and small and experimental production studios that constantly scout for fresh entertainment material to produce and distribute. To save time and money, indie producers and small studios do not outlay expenses associated with creation of a literary or dramatic work, but instead procure completed aspiring projects to produce or distribute from others. This is the market niche that Litera has focused on.

 

The Company develops literary and dramatic works such as screenplays, stage plays, comedy sketch and skit scripts, short film scripts, etc. for theater/film production. On our clients' request we will also provide abridgment and adaptation services on any products they are interested in. Abridgment is a condensing of a creative work into a shorter form while maintaining the unity of the original. Adaptation is conversion of an original work to another genre or medium (e.g. a short film script into a stage play, etc.)

 

The film and theater production industry is highly competitive, and our Company faces competition ranging from large and well established film and theater production companies to thousands of small firms engaged in developing and producing play and screenplay options and other material in a similar manner as Litera and seeking to enter the industry.

 

 
10
 

 

Our competitive strategy is based on the facts that while Litera is at a significant disadvantage to more established competitors due to our lack of financial resources, scarcity of relationships within the film and theater production community and absence of major marketing tools, the barriers to entry into the industry are nevertheless relatively low. It takes skills, knowledge and contacts to develop and sell products and services similar to ours. The Company believes that Mr. Gardner's pre-existing industry connections, his experience and background may allow us to tap into the theater and film production industry with a certain level of credibility. We will aim to produce creatively unique projects to gain the competitive edge we need while watching closely for emerging trends in theater and cinema and demands of the audience.

 

The Company's primary method of competition is to market specifically to independent and experimental film makers and small theater production companies. To save time and money, indie producers and small studios do not outlay expenses associated with creation of a literary or dramatic work, and therefore, they rely on others to supply them with well-written material. We believe that since we have chosen this specific niche market, we will be able to target the right audience and cater to its demands.

 

Litera markets its products and services directly to the theater and film production community, focusing specifically on independent film and theatrical producers and small and experimental production studios.

 

Employees

 

We currently have one employee, Mr. Gardner who is our founder and serves as our sole officer and director. Mr. Gardner currently devotes full time to our business and is responsible for our daily operations including product development, sales and marketing, fund raising, implementation of our general strategy and execution of our business plan.

 

As of December 31, 2015, our cash balance was $61,573 with current liabilities of $671, resulting in net working capital of $60,902. Currently, we rely on the sales of our literary and dramatic projects to meet the current costs and expenditures of operating the business. We anticipate incurring expenses of $31,500 to maintain our general, administrative and filing expenses in the next 12 months, and we believe we have adequate funds on hand.

 

Results of Operations

 

Results of Operations for the Year Ended December 31, 2015

 

We had $24,500 in revenues from inception to December 31, 2015. Our revenue is a result of the sale of literary and dramatic products. We anticipate a continued trend of literary and dramatic product sales revenue as we continue to develop such products. Our operating expenses were $20,026 which consisted of professional fees of $16,553, marketing expenses of $0 and general and administrative expenses of $3,473. Our operating expenses are primarily due to expenses related to our offering. Our net income was $3,803.

 

Results of Operations for the Three Months ended December 31, 2015

 

We had $11,000 in revenues for the three months ended December 31, 2015. Our revenue is a result of the sale of literary and dramatic products. We anticipate a continued trend of literary and dramatic product sales revenue as we continue to develop such products. Our operating expenses were $9,008 which consisted of professional fees of $6,918, marketing expenses of $0 and general and administrative expenses of $2,090. Our operating expenses are primarily due to expenses related to our offering. Our net income was $1,321.

 

Liquidity and Capital Resources

 

The Company's cash position was $61,573 at December 31, 2015. As of December 31, 2015, the Company had current assets of $61,573 and current liabilities of $671 compared to $23,081 and $0, respectively, as of September 30, 2015. This resulted in a working capital of $60,902 at December 31, 2015 and $23,081 at September 30, 2015.

 

 
11
 

 

Net cash used in operating activities amounted to $4,973 from inception to December 31, 2015. This is primarily due to a net gain of $3,803, services contributed by shareholder of $499, and accounts payable of $671.

 

Net cash used in investing activities amounted to $0 from inception to December 31, 2015.

 

Net cash provided by financing activities amounted to $56,600 from inception to December 31, 2015.

 

The Company does not have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. The Company may seek additional capital through its current public offering. Financing options may be available to the Company either via a private placement or through the public sale of stock. There is no assurance, however, that the available funds will be available or adequate. Its need for additional financing is likely to persist.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Contractual Obligations

 

None.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

 

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are outlined in NOTE 1 in the Notes to the Financial Statements

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Litera is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

 

 
12
 

 

Item 8. Financial Statements and Supplementary Data.

 

LITERA GROUP, INC.

FINANCIAL STATEMENTS - TABLE OF CONTENTS

 

 

Page

Report of Independent Registered Public Accounting Firm

F-1

 

Audited Financial Statements:

Consolidated Balance Sheets for the year ended December 31, 2015

F-2

Consolidated Statements of Operations for the year ended December 31, 2015

F-3

Consolidated Statements of Stockholders' Equity for the year ended December 31, 2015 and the period from June 1, 2015 (Inception) to December 31, 2015

F-4

Consolidated Statements of Cash Flows for the year ended December 31, 2015 and the period from June 1, 2015 (Inception) to December 31, 2015

F-5

Notes to Financial Statements

F-6

 

 
13
 

 

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE 19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

 

To The Board of Directors

Litera Group, Inc

5751 Buckingham Pkwy

Culver City, CA

 

We have audited the accompanying consolidated balance sheets of Litera Group, Inc as of December 31, 2015, and the related statements of income, stockholders' equity and cash flows for the period from inception on June 1, 2015 through December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Litera Group, Inc. as of December 31, 2015, and the related statements of income, stockholders' equity and cash flows for the period from inception on June 1, 2015 through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Pinaki & Associates, LLC

Pinaki & Associates, LLC

Newark, DE

March 24, 2016

 

 
F-1
 

 

LITERA GROUP, INC.

Balance Sheet

 

 

 

December 31,

 

 

 

2015

 

 

 

ASSETS

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

$61,573

 

 

 

 

 

 

Total Current Assets

 

 

61,573

 

 

 

 

 

 

TOTAL ASSETS

 

$61,573

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

$671

 

 

 

 

 

 

Total Current Liabilities

 

 

671

 

 

 

 

 

 

Total Liabilities

 

 

671

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding

 

 

-

 

Common stock: $0.001 par value,70,000,000 shares authorized, 14,150,000 issued and outstanding

 

 

14,150

 

Additional paid-in capital

 

 

42,949

 

Retained earnings

 

 

3,803

 

 

 

 

 

 

Total Stockholders' Equity

 

 

60,902

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

61,573

 

 

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

 

 
F-2
 

 

LITERA GROUP, INC.

Statement of Operations

 

 

 

From Inception on

 

 

 

June 1, 2015

 

 

 

Through

 

 

 

the Year Ended

 

 

 

December 31,

 

 

 

2015

 

 

 

 

 

REVENUES

 

$24,500

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Professional fees

 

 

16,553

 

General and administrative

 

 

3,473

 

 

 

 

 

 

Total Operating Expenses

 

 

20,026

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

 

4,474

 

 

 

 

 

 

INCOME TAX EXPENSE

 

 

(671)
 

 

 

 

 

NET INCOME

 

$3,803

 

 

 

 

 

 

BASIC AND DILUTED INCOME PER COMMON SHARE

 

$

0.00

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

12,325,000

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-3
 

 

LITERA GROUP, INC.

Statement of Stockholders' Equity

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at inception on June 1, 2015

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash and expenses at $0.00002 per share

 

 

10,500,000

 

 

 

10,500

 

 

 

10,099

 

 

 

-

 

 

 

20,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash and expenses at $0.01 per share

 

 

3,650,000

 

 

 

3,650

 

 

 

32,850

 

 

 

-

 

 

 

36,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income for the period ended December 31, 2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,803

 

 

 

3,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2015

 

 

14,150,000

 

 

 

14,150

 

 

 

42,949

 

 

 

3,803

 

 

 

60,902

 

 

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

 

 
F-4
 

 

LITERA GROUP, INC.

Statement of Cash Flows

 

 

 

From Inception on

 

 

 

June 1, 2015

 

 

 

through

 

 

 

December 31,

 

 

 

2015

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net Income

 

$3,803

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Services contributed by shareholder

 

 

499

 

Changes in operating assets and liabilities:

 

 

 

 

Accrued liabilities

 

 

671

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

 

4,973

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 

56,600

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

56,600

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$61,573

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

Interest

 

$-

 

Income Taxes

 

$-

 

 

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

 

 
F-5
 

 

LITERA GROUP, INC.

Notes to Financial Statements

December 31, 2015

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

 

Nature of Business

 

Litera Group, Inc. ("Litera", or the "Company") was incorporated under the laws of the State of Nevada on June 1, 2015. Litera is a developmental stage corporation formed to provide products and services within the theater and film production community. The Company develops screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offers abridgment and adaptation services. The Company's target market is independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute.

 

Going Conern

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it 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's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. 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.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of Presentation

 

The Company's financial statements are presented in accordance with generally accepted accounting principles in the United States of America. The Company's fiscal year end is December 31.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. 

 

 
F-6
 

 

LITERA GROUP, INC.

Notes to Financial Statements

December 31, 2015

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

 

Revenue Recognition

 

The Company will generate revenues from the sale of movie scripts. Revenues are recognized when the following conditions are met:

 

1.

Persuasive evidence of a sale or license agreement exists with a customer

 

 

2.

The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.

 

 

3.

The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.

 

 

4.

The arrangement fee is fixed or determinable

 

 

5.

Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

 

Income Taxes

 

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

Per Share Data

 

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

Fair Value of Financial Instruments

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

 

 
F-7
 

 

LITERA GROUP, INC.

Notes to Financial Statements

December 31, 2015

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

 

Stock Based Compensation

 

The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock and warrants and the closing price of the Company's common stock for common share issuances.

 

Long Lived Assets

 

The Company follows the provisions of ASC 360 for its long-lived assets. The Company's long-lived assets, which include rights/ownership of undeveloped film scripts, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. 

 

Recent Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position or statements.

 

NOTE 2 – STOCKHOLDERS' EQUITY

 

During 2015 the Company issued 10,500,000 shares of common stock to the founder of the Company in exchange for cash of $20,100 and expenses of $499, and 3,650,000 shares of common stock to various unrelated parties for cash at $0.01 per share, the aggregate cash proceeds from this issuance totaled $36,500.

   

NOTE 3 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

 

 
F-8
 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not applicable

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. Wade Gardner, our President and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including the President and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the President and Principal Accounting Officer has concluded that, as of September 30, 2015, these disclosure controls and procedures were not effective in ensuring that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rule and forms; and (ii) accumulated and communicated to our management, including our President and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. 

 

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, 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 and includes those policies and procedures that:

 

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

 

 

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

 

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

 

Management's Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Principal Accounting Officer and effected by our Board of Directors, management and other personnel, 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.

 

The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK. Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was ineffective as of December 31, 2015 due to the same material weaknesses that rendered our disclosure controls and procedures ineffective. The Company's internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation requirements by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

  

 
14
 

  

Changes in Internal Controls over Financial Reporting

 

There were no additional changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations over Internal Controls

 

Litera's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Litera have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our President and Principal Accounting Officer concludes that our disclosure controls and procedures were effective at that reasonable assurance level, as of the end of the period covered by this Form 10-K. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the President and Principal Accounting Officer as to their effectiveness.

 

Item 9B. Other Information.

 

None

 

 
15
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Identification of Directors and Executive Officers:

 

As of March 25, 2016, Our Board of Directors consisted of one member. Litera concluded that the following individual should serve as our director based on his education in Creative Arts and over 25 years of work experience in theater and film entertainment. Litera believes that his directing, playwriting and acting experience would be beneficial to the Company. The director holds office until his successor is duly elected by the stockholders. The executive officer serves at the pleasure of the Board of Directors. Our current director and executive officer is:

 

Name

Age

Position

Year Appointed

Wade Gardner 

62

President, Treasurer, Secretary and Director 

2015

 

Wade Gardner - President, Treasurer, Secretary, and Director - Mr. Gardner earned a Bachelor's Degree in Creative Arts at San Francisco State University where he studied Theater and Music. He received advanced training in film, TV and theater acting at Actor's Edge studio and gained professional special skills in dance, performance and singing. Throughout his career, Mr. Gardner performed on stage and worked in theatrical and film production. For the past decade, Mr. Gardner provided services as an independent creative and project consultant in both film and theater development and production. Most recently, he founded Litera Group, Inc. and has been President, CEO and Chairman of the Board of Directors of the Company since inception.

 

Penalties or Sanctions

 

None of our directors, officers or stockholders holding a sufficient number of securities to affect materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

 

Personal Bankruptcies

 

None of our directors, officers or stockholders holding a sufficient number of securities to affect materially the control of the Company, nor any personal holding company of any such person has, within the last ten years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

 

Employment Agreements

 

We currently do not have employment agreements with any our directors and executive officers.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers and any other directors or executive officers.

 

Term of Office

 

All directors hold office for a one (1) year period and have been duly elected and qualified. Directors will be elected at the annual meetings to serve for one-year terms. The Company does not know of any agreements with respect to the election of directors. The Company has not compensated its directors for service on the Board of Directors of Litera or any of its subsidiaries or any committee thereof. Any non-employee director of Litera or its subsidiaries is reimbursed for expenses incurred for attendance at meetings of the Board of Directors and any committee of the Board of Directors, although no such committee has been established. Each executive officer of Litera is appointed by and serves at the discretion of the Board of Directors.

 

None of the officers or directors of Litera is currently an officer or director of a company required to file reports with the Securities and Exchange Commission, other than Litera.

 

 
16
 

  

Involvement in Certain Legal Proceedings

 

During the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) 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 or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Board meetings; annual meeting attendance

 

In 2015 the Board of Directors held at least one board meeting per quarter to discuss operations and various management issues. Mr. Gardner attended each meeting.

 

Board Committees

 

Audit committee

 

We do not have a separately-designated standing audit committee. The Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board of Directors when performing the functions that would generally be performed by an audit committee. The Board of Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board of Directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including /fees to be paid to the independent auditor and the performance of the independent auditor.

 

Compensation and Nominations Committees

 

We currently have no compensation or nominating committee or other board committee performing equivalent functions. Currently, the member of our Board of Directors participates in discussions concerning executive officer compensation and nominations to the Board of Directors.

 

Shareholder communications

 

The Company does not have a process for security holders to send communications to the board of directors due to the fact that minimal securities are traded on a stock exchange.

 

Code of Conduct and Ethics

 

We have not adopted a Code of Ethics, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our management believes that the size of our company and current operations at this time do not require a code of ethics to govern the behavior of our officer. We anticipate that we will adopt a code of ethics once we are in a position to do so.

 

Item 11. Executive Compensation.

 

No officer or director have received annual compensation since the inception of the Company. There has been no compensation awarded to, earned by, or paid to the named executive officer or director.

 

As our business progresses and grows, we expect to hire and begin paying salaries to other officers and directors. We also expect to hire part-time and full-time employees and consultants who will be paid compensation and consulting fees.

 

 
17
 

  

Stock option plan

 

We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we intend to adopt an incentive and non-statutory stock option plan in the future.

 

Employee Pension, Profit Sharing or other Retirement Plans

 

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 

Director's compensation

 

At present we do not pay our director for attending meetings of our Board of Directors, although we may adopt a director compensation policy in the near future.

 

Related Party Transactions

 

We received our initial funding of $20,100 and $499 in paid expenses through the sale of common stock to Mr. Gardner who purchased 10,500,000 shares of our Common Stock on June 5, 2015. The Company has no employment contracts at this time. 

 

The following table sets out the compensation received for the fiscal year ended December 31, 2015 in respect to each of the individuals who served as the Company's chief executive officer at any time during the last fiscal year, as well as the Company's most highly compensated executive officers and two individuals not holding an executive officer position:

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

 

Fiscal Year

 

Salary

 

 

Bonus

 

 

Stock Awards

 

 

Option Awards

 

 

Non-Equity Incentive Plan Compensation

 

 

Non-Qualified Deferred Plan Compensation

 

 

All Other Compensation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wade Gardner

 

2015

 

$0

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$0

 

 

Equity Compensation Plan Information - Employment Agreements

 

The Company's policy is to not establish employment agreements, and no employment agreements were in place on December 31, 2015 or through the date of this report.

 

Outstanding Equity Awards at Fiscal year-End

 

The company has not issued any equity awards during fiscal year 2015.

 

Director's Compensation

 

The following table sets forth the Company's fees and compensation paid or earned by directors for the fiscal year 2015.

 

 
18
 

 

DIRECTORS COMPENSATION

 

Name and Principal Position

 

Fiscal Year

 

Salary

 

 

Bonus

 

 

Stock Awards

 

 

Option Awards

 

 

Non-Equity Incentive Plan Compensation

 

 

Non-Qualified Deferred Plan Compensation

 

 

All Other Compensation

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wade Gardner

 

2015

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

The Director has received no compensation for his role on the Board. He has not earned fees, stock awards, option awards, or non-equity incentive plan compensation.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Beneficial Ownership of more than 5% of any class of Litera's voting securities.

 

As of March 26, 2016, the Company had 14,150,000 shares of its common stock issued and outstanding. The following table sets forth the beneficial ownership of the Company's common stock as of March 26, 2016 by each person who is known to have beneficial ownership of more than 5% of any class of Litera's voting securities:

 

Security Ownership of Management.

 

The following table sets forth the beneficial ownership of the Company's common stock as of March 25, 2016 by each executive officer and director and the directors and executive officers of the Company as a group:

 

Title of class

 

Name and address of 

 beneficial owner (1)

 

Amount of

 Shares

 

 

Nature of beneficial

 ownership

 

Percent of

 class (2)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Wade Gardner

 

 

10,500,000

 

 

Direct

 

 

74.2%

______________

(1)

In care of Litera Group, Inc. 5751 Buckingham Pkwy, Culver City, CA 90230.

 

 

(2)

Calculated from the total of outstanding shares of common stock as of March 25, 2016 (14,150,000).

 

Security Ownership of Certain Beneficial Owners

 

As of March 25, 2016, the Company is not aware of any persons that beneficially own more than 5% of its outstanding common stock who is not listed in the above referenced tables.

 

Change in Control Arrangements

 

As of March 25, 2016, there are no arrangements that would result in a change in control of the Company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Particular Transactions

 

To the best of the Company's knowledge, there are no transactions during the Company's last two full fiscal years and the current fiscal year or any currently proposed transaction, involving the issuer, in which: i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer's total assets at year-end for its last three fiscal years; and ii) any related person had or will have a direct or indirect material interest.

 

 
19
 

 

Controlling Persons

 

The company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person.

 

Director independence

 

Currently, the majority of the Board of Litera is not considered "independent" board members.

 

Item 14. Principal Accounting Fees and Services.

 

The following table sets forth the aggregate fees paid during the year ended December 31, 2015 for professional services rendered by Pinaki & Associates, LLC for the audit reviews for the period from inception on June 1, 2015 through June 30, 2015 and period ended September 30, 2015:

 

Accounting Fees and Services

 

 

 

2015

 

Audit Fees

 

$2,000

 

Audit Related Fees

 

 

-

 

Tax Fees

 

 

-

 

All Other Fees

 

 

-

 

TOTAL

 

$2,000

 

 

The category of "Audit Fees" includes fees for our annual audit and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 

The category of "Audit-related Fees" includes employee benefit plan audits, internal control reviews and accounting consultation.

 

All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by all parties was compatible with the maintenance of the respective firm's independence in the conduct of its audits.

 

 
20
 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

3.1

 

Articles of Incorporation of the Registrant (1)

 

 

 

3.2

 

By-laws of the Registrant (1)

 

 

 

10.1

 

Option and Literary Purchase Agreement, dated July 6, 2015, by and between Litera Group, Inc. and Michael Wilson. (1)

 

 

 

10.2

 

Production Play Agreement, dated July 7, 2015, by and between Litera Group, Inc. and Brian White (1)

 

 

 

10.3

 

Comedic Sketch Purchase Agreement, dated July 13, 2015, by and between Litera Group and Chris Kelly (1)

 

 

 

10.4

 

Option and Literary Purchase Agreement, dated November 1, 2015, by and between Litera Group, Inc. and Michael Price (2)

 

 

 

10.5

 

Option and Literary Purchase Agreement, dated November 24, 2015, by and between Litera Group, Inc. and Jason Brown (2)

 

 

 

10.6

 

Option and Literary Purchase Agreement, dated September 29, 2015, by and between Litera Group, Inc. and William Conway (3)

 

 

 

10.7

 

Production Play Agreement, by and between Litera Group, Inc. and Mike Barker, dated November 24, 2015 (4)

 

 

 

10.8

 

Option and Literary Purchase Agreement, by and between Litera Group, Inc. and Chris Sperling, dated December 28, 2015 (5)

 

 

 

10.9

 

Option and Literary Purchase Agreement, by and between Litera Group, Inc. and Andrew Norris, dated December 29, 2015 (5)

 

 

 

10.10

 

Option and Literary Purchase Agreement, by and between Litera Group, Inc. and Brian Morgan, dated February 26, 2016 (6)

 

 

 

21.1

 

Subsidiaries of the Registrant- None

 

 

 

31.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certifications of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

 

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

____________

(1)

Filed as an Exhibit to the Form S-1, filed by Litera Group, Inc. on August 10, 2015, and incorporated herein by reference.

(2)

Filed as an Exhibit to Form S-1/A, filed by Litera Group, Inc. on September 14, 2015, and incorporated herein by reference.

(3)

Filed as an Exhibit to Form 10-Q, filed by Litera Group, Inc. on November 5, 2015, and incorporated herein by reference.

(4)

Filed as an Exhibit to Form 8-K, filed by Litera Group, Inc. on November 25, 2015, and incorporated herein by reference.

(5)

Filed as an Exhibit to Form 8-K, filed by Litera Group, Inc. on December 30, 2015, and incorporated herein by reference.

(6)

Filed as an Exhibit to Form 8-K, filed by Litera Group, Inc. on March 1, 2016, and incorporated herein by reference.

**

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.

 

 
21
 

 

SIGNATURES

 

Pursuant to the requirements of Section13or 15(d) 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.

 

 

Date: March 29, 2016

By:

/s/ Wade Gardner

Name:

Wade Gardner

Title:

President,
Chief Executive Officer,
Secretary and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Dated: March 29, 2016

By:

/s/ Wade Gardner

 

Name:

Wade Gardner

 

Title:

Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer and
Principal Accounting Officer

 

 

22


 

EX-31.1 2 litera_ex311.htm CERTIFICATION litera_ex311.htm

EXHIBIT 31.1

 

CERTIFICATION

 

I, Wade Gardner, certify that:

 

1.

I have reviewed this report on Form 10-K of Litera Group, Inc.;

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 the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the small business issuer'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.

 

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 (of 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 small business issuer's internal control over financial reporting.

 


Date: March 29, 2016

By:

/s/ Wade Gardner

 

 

 

Wade Gardner, Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

EX-31.2 3 litera_ex312.htm CERTIFICATION litera_ex312.htm

EXHIBIT 31.2

 

CERTIFICATION

 

I, Wade Gardner, certify that:

 

1.

I have reviewed this report on Form 10-K of Litera Group, Inc.;

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 the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the small business issuer'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.

 

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 (of 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 small business issuer's internal control over financial reporting.

 

 

Date: March 29, 2016

By:

/s/ Wade Gardner

 

 

 

Wade Gardner, Chief Financial Officer

 

 

 

(Principal Financial/Accounting Officer)

 

 

EX-32.1 4 litera_ex321.htm CERTIFICATION litera_ex321.htm

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

418 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Litera Group, Inc. (the "Company") on Form 10-K for the period ending December 31, 2015 (the "Report") I, Wade Gardner, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1)

The Report 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 Company.

 

 

Date: March 29, 2016

By: 

/s/ Wade Gardner

 

 

Wade Gardner, Chief Executive Officer

 

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2 5 litera_ex322.htm CERTIFICATION litera_ex322.htm

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Litera Group, Inc. (the "Company") on Form 10-K for the period ending December 31, 2015 (the "Report") I, Wade Gardner, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1)

The Report 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 Company.

 

 

Date: March 29, 2016

By:

/s/ Wade Gardner

 

 

Wade Gardner, Chief Financial Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

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If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.</font></p> <p style="margin: 0pt; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position or statements.</font></p> EX-101.SCH 7 litera-20151231.xsd XBRL TAXONOMY EXTENSION SCHEMA 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Statement of Operations link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Statement of Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Statement of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - STOCKHOLDERS' EQUITY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 litera-20151231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 9 litera-20151231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 10 litera-20151231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Common Stock Equity Components [Axis] Additional Paid-In Capital Retained Earnings Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity a Well-known Seasoned Issuer? Is Entity a Voluntary Filer? Is Entity's Reporting Status Current? Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Balance Sheets ASSETS CURRENT ASSETS Cash Total current assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued liabilities Total current liabilities Total liabilities STOCKHOLDERS' EQUITY Preferred stock: $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding Common stock: $0.001 par value,70,000,000 shares authorized, 14,150,000 issued and outstanding Additional paid-in capital Retained earnings Total Stockholders' Equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY Balance Sheets Parenthetical STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, par value Preferred stock, authorized shares Preferred stock, issued shares Preferred stock, outstanding shares Common stock, par value Common stock, authorized shares Common stock, issued shares Common stock, outstanding shares Statement Of Operations REVENUES OPERATING EXPENSES Professional fees General and administrative Total Operating Expenses INCOME FROM OPERATIONS INCOME TAX EXPENSE NET INCOME BASIC AND DILUTED INCOME PER COMMON SHARE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Statement [Table] Statement [Line Items] Beginning Balance, shares Beginning Balance, amount Common stock issued for cash and expenses, shares Common stock issued for cash and expenses, amount Common stock issued for cash and expense, shares Common stock issued for cash and expense, amount Net Income Ending Balance, shares Ending Balance, amount Statement Of Cash Flows CASH FLOWS FROM OPERATING ACTIVITIES Adjustments to reconcile net loss to net cash used in operating activities: Services contributed by shareholder Changes in operating assets and liabilities: Accrued liabilities Net Cash Used in Operating Activities CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash Net Cash Provided by Financing Activities CASH AT END OF PERIOD SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest Income taxes Notes to Financial Statements NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES NOTE 2 - STOCKHOLDERS' EQUITY NOTE 3 - SUBSEQUENT EVENTS Summary Of Significant Accounting Policies Policies Nature of Business Going Concern Use of Estimates Basis of Presentation Cash and Cash Equivalents Revenue Recognition Income Taxes Per Share Data Fair Value of Financial Instruments Stock Based Compensation Long Lived Assets Recent Accounting Pronouncements Services contributed by shareholder. Assets, Current Assets Liabilities, Current Liabilities Stockholders' Equity Attributable to Parent Liabilities and Equity Operating Expenses Shares, Issued Increase (Decrease) in Accounts Payable and Accrued Liabilities Net Cash Provided by (Used in) Operating Activities Payments of Stock Issuance Costs Net Cash Provided by (Used in) Financing Activities Interest Paid Income Taxes Paid EX-101.PRE 11 litera-20151231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 12 R1.htm IDEA: XBRL DOCUMENT v3.3.1.900
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2015
Mar. 25, 2016
Document And Entity Information    
Entity Registrant Name Litera Group Inc.  
Entity Central Index Key 0001648903  
Document Type 10-K  
Document Period End Date Dec. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Public Float   $ 365,000
Entity Common Stock, Shares Outstanding   14,150,000
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2015  
XML 13 R2.htm IDEA: XBRL DOCUMENT v3.3.1.900
Balance Sheets
Dec. 31, 2015
USD ($)
CURRENT ASSETS  
Cash $ 61,573
Total current assets 61,573
TOTAL ASSETS 61,573
CURRENT LIABILITIES  
Accrued liabilities 671
Total current liabilities 671
Total liabilities $ 671
STOCKHOLDERS' EQUITY  
Preferred stock: $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding
Common stock: $0.001 par value,70,000,000 shares authorized, 14,150,000 issued and outstanding $ 14,150
Additional paid-in capital 42,949
Retained earnings 3,803
Total Stockholders' Equity 60,902
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,573
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.3.1.900
Balance Sheets (Parenthetical)
Dec. 31, 2015
$ / shares
shares
STOCKHOLDERS' EQUITY (DEFICIT)  
Preferred stock, par value | $ / shares $ 0.001
Preferred stock, authorized shares 5,000,000
Preferred stock, issued shares 0
Preferred stock, outstanding shares 0
Common stock, par value | $ / shares $ 0.001
Common stock, authorized shares 70,000,000
Common stock, issued shares 14,150,000
Common stock, outstanding shares 14,150,000
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.3.1.900
Statement of Operations
7 Months Ended
Dec. 31, 2015
USD ($)
$ / shares
shares
Statement Of Operations  
REVENUES $ 24,500
OPERATING EXPENSES  
Professional fees 16,553
General and administrative 3,473
Total Operating Expenses 20,026
INCOME FROM OPERATIONS 4,474
INCOME TAX EXPENSE (671)
NET INCOME $ 3,803
BASIC AND DILUTED INCOME PER COMMON SHARE | $ / shares $ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | shares 12,325,000
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.3.1.900
Statement of Stockholders' Equity - 7 months ended Dec. 31, 2015 - USD ($)
Common Stock
Additional Paid-In Capital
Retained Earnings
Total
Beginning Balance, shares at Jun. 01, 2015      
Beginning Balance, amount at Jun. 01, 2015
Common stock issued for cash and expenses, shares 10,500,000     10,500,000
Common stock issued for cash and expenses, amount $ 10,500 $ 10,099 $ 20,599
Common stock issued for cash and expense, shares 3,650,000     3,650,000
Common stock issued for cash and expense, amount $ 3,650 $ 32,850 $ 36,500
Net Income $ 3,803 3,803
Ending Balance, shares at Dec. 31, 2015 14,150,000      
Ending Balance, amount at Dec. 31, 2015 $ 14,150 $ 42,949 $ 3,803 $ 60,902
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.3.1.900
Statement of Cash Flows
7 Months Ended
Dec. 31, 2015
USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES  
Net Income $ 3,803
Adjustments to reconcile net loss to net cash used in operating activities:  
Services contributed by shareholder 499
Changes in operating assets and liabilities:  
Accrued liabilities 671
Net Cash Used in Operating Activities 4,973
CASH FLOWS FROM FINANCING ACTIVITIES  
Common stock issued for cash 56,600
Net Cash Provided by Financing Activities 56,600
CASH AT END OF PERIOD $ 61,573
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR:  
Interest
Income taxes
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
7 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Nature of Business

 

Litera Group, Inc. ("Litera", or the "Company") was incorporated under the laws of the State of Nevada on June 1, 2015. Litera is a developmental stage corporation formed to provide products and services within the theater and film production community. The Company develops screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offers abridgment and adaptation services. The Company's target market is independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute.

 

Going Conern

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it 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's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. 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.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of Presentation

 

The Company's financial statements are presented in accordance with generally accepted accounting principles in the United States of America. The Company's fiscal year end is December 31.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. 

 

Revenue Recognition

 

The Company will generate revenues from the sale of movie scripts. Revenues are recognized when the following conditions are met:

 

1. Persuasive evidence of a sale or license agreement exists with a customer
   
2. The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.
   
3. The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.
   
4. The arrangement fee is fixed or determinable
   
5. Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

 

Income Taxes

 

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

Per Share Data

 

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

Fair Value of Financial Instruments

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

 

Stock Based Compensation

 

The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock and warrants and the closing price of the Company's common stock for common share issuances.

 

Long Lived Assets

 

The Company follows the provisions of ASC 360 for its long-lived assets. The Company's long-lived assets, which include rights/ownership of undeveloped film scripts, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. 

 

Recent Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position or statements.

XML 19 R8.htm IDEA: XBRL DOCUMENT v3.3.1.900
STOCKHOLDERS' EQUITY
7 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
NOTE 2 - STOCKHOLDERS' EQUITY

During 2015 the Company issued 10,500,000 shares of common stock to the founder of the Company in exchange for cash of $20,100 and expenses of $499, and 3,650,000 shares of common stock to various unrelated parties for cash at $0.01 per share, the aggregate cash proceeds from this issuance totaled $36,500.

XML 20 R9.htm IDEA: XBRL DOCUMENT v3.3.1.900
SUBSEQUENT EVENTS
7 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
NOTE 3 - SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

XML 21 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
7 Months Ended
Dec. 31, 2015
Summary Of Significant Accounting Policies Policies  
Nature of Business

Litera Group, Inc. ("Litera", or the "Company") was incorporated under the laws of the State of Nevada on June 1, 2015. Litera is a developmental stage corporation formed to provide products and services within the theater and film production community. The Company develops screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offer abridgment and adaptation services. The Company's target market is independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it 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's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. 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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The Company's financial statements are presented in accordance with generally accepted accounting principles in the United States of America. The Company's fiscal year end is December 31.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Revenue Recognition

The Company will generate revenues from the sale of movie scripts. Revenues are recognized when the following conditions are met:

 

1. Persuasive evidence of a sale or license agreement exists with a customer
   
2. The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.
   
3. The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.
   
4. The arrangement fee is fixed or determinable
   
5. Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Per Share Data

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

Stock Based Compensation

The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock and warrants and the closing price of the Company's common stock for common share issuances.

Long Lived Assets

The Company follows the provisions of ASC 360 for its long-lived assets. The Company's long-lived assets, which include rights/ownership of undeveloped film scripts, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position or statements.

XML 22 R11.htm IDEA: XBRL DOCUMENT v3.3.1.900
STOCKHOLDERS' EQUITY (Details Narrative)
7 Months Ended
Dec. 31, 2015
USD ($)
shares
Notes to Financial Statements  
Common stock issued for cash and expenses, shares | shares 10,500,000
Common stock issued for cash and expenses, amount $ 20,599
Common stock issued for cash and expense, shares | shares 3,650,000
Common stock issued for cash and expense, amount $ 36,500
Services contributed by shareholder $ 499
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