NEVADA
|
E.I.N.
Number pending
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
353
West 7th
Avenue
Vancouver,
B.C., Canada V5Y
1M2
|
Pacific
Registered Agents Inc.
942
Windemere Dr. NW, Salem, OR
97304
|
(Name
and address of principal executive
offices)
|
(Name,
address and telephone of agent for
service)
|
TITLE
OF EACH
CLASS
OF
SECURITIES
TO
BE
REGISTERED
|
AMOUNT TO BE
REGISTERED
|
PROPOSED
MAXIMUM
OFFERING
PRICE PER
SHARE (1)
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (2)
|
AMOUNT OF
REGISTRATION
FEE(3)
|
Common Stock | 4,600,000 shares (4) | $0.025 | $115,000 | $14.57 |
(1) |
This
price was arbitrarily determined by Amerasia Khan Enterprises
Ltd.
|
(2) |
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
|
(3) |
Already
paid
|
(4) |
Of
the 9,000,000 shares of common stock issued and outstanding as of
the date
of this prospectus, only 4,600,000 are being sold by the selling
shareholders. The balance of 4,400,000 of the 9,000,0000 shares of
common
stock are held by officers and directors of the Company and are subject
to
Rule 144 restrictions.
|
Offering
Price
|
Underwriting
Discounts and
Commissions
|
Proceeds
to Selling Shareholders
|
|
Per
Share
|
$0.025
|
None
|
$0.025
|
Total
|
$115,000
|
None
|
$115,000
|
|
PAGE
|
· |
Test
the timeliness and deliverability of goods shipped from manufacturers
in
China.
|
· |
Test
the viability of our products in the target market.
|
· |
Test
our administrative procedures, delivery and recovery dealings, and
cleaning of product after each use.
|
Securities
Being Offered
|
Up
to 4,600,000 shares of common stock are from selling shareholders
(authorized 50,000,000) with par value of $0.001 per share.
|
Offering
Price Per Share by Selling Shareholders
|
$0.025
for the duration of the offering. We intend to apply to the
Over-The-Counter Bulletin Board to allow the trading of our common
stock
upon our becoming a reporting entity under the Security Exchange
Act of
1934. If our common stock becomes so traded and a market for the
stock
develops, the actual price of stock will be determined by market
factors.
The offering price would thus be determined by market factors and
the
independent decisions of the selling shareholders.
|
Common
Stock Outstanding Prior to Offering
|
9,000,000
|
Common
Stock Outstanding After the Offering
|
9,000,000
(if maximum sold)
|
Minimum
Number of Shares
To
Be Sold in This Offering
|
None
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders. We will incur
offering expenses, including filing, printing, legal, accounting,
and
other expenses, estimated at $41,000. See “Use of
Proceeds”.
|
Offering
Period
|
The
shares are being offered for a period not to exceed 90 days from
the date
this Prospectus is effective with the Securities and Exchange Commission,
unless extended by us for an additional 90
days.
|
December
31, 2005
(Unaudited)
|
March
31, 2005
(Audited)
|
||
Balance
Sheet
|
|||
Cash
|
$101,050
|
$60,062
|
|
Total
Assets
|
137,615
|
83,328
|
|
Total
Liabilities
|
121,086
|
126,356
|
|
Working
Capital (Deficiency)
|
5,018
|
51,106
|
|
Share
Capital
|
171,709
|
4,665
|
|
Retained
Earnings (Deficient)
|
(155,180)
|
(47,693)
|
|
Stockholders’
Equity (Deficiency)
|
16,526
|
(43,028)
|
|
Nine
Months Ended December 31, 2005
(Unaudited)
|
Year
Ended March 31, 2005
(Audited)
|
April
2, 2004 (Date of Incorporation) to December 31, 2005
(Unaudited)
|
|
Statements
of Operations
|
|||
Revenue
|
7,548
|
0
|
7,548
|
Expenses
|
109,834
|
47,693
|
157,527
|
Net
Loss
|
(107,487)
|
(47,693)
|
(155,180)
|
Loss
/ Share
|
(0.01)
|
(0.02)
|
(0.02)
|
· |
successfully
develop and operate production facilities or enter into agreements
with
third parties to perform these functions on our behalf;
|
· |
successfully
market, distribute and sell our products or enter into agreements
with
third parties to perform these functions on our behalf; and
|
· |
obtain
the financing required to implement our business
plan.
|
à |
regulatory
limitations imposed by foreign governments;
|
à |
fluctuations
in currency exchange rates;
|
à |
political,
military and terrorist risks;
|
à |
disruptions
or delays in shipments caused by customs brokers or government agencies;
|
à |
unexpected
changes in regulatory requirements, tariffs, customs, duties and
other
trade barriers;
|
à |
difficulties
in staffing and managing foreign operations; and
|
à |
potentially
adverse tax consequences resulting from changes in tax laws.
|
Accounting & Legal | 35,000 |
SEC Filing & Blue Sky Fee | 2,000 |
Printing | 3,000 |
Transfer Agent | 1,000 |
41,000 |
1. |
600,000
shares at $0.001 per share of our common stock that the selling
shareholders acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933 and
completed on May 24, 2004;
|
2. |
4,000,000
shares at $0.025 per share of our common stock that the selling
shareholders acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933 and
completed on June 30, 2005;
|
1. |
the
number of shares owned by each prior to this offering;
|
2. |
the
total number of shares that are to be offered by
each;
|
3. |
the
total number of shares that will be owned by each upon completion
of the
offering;
|
4. |
the
percentage owned by each upon completion of the offering;
and
|
5. |
the
identity of the beneficial holder of any entity that owns the
shares.
|
Name
Of Selling Stockholder
|
Shares
Owned
Prior
To
This
Offering
|
Total
Number
Of
Shares To
Be
Offered
For
Selling
Shareholders
Account
|
Total
Shares
To
Be Owned
Upon
Completion
Of
This
Offering
|
Percent
Owned
Upon
Completion
Of
This
Offering
|
Temuulen
Ulziiburen
Chingeltei
Duureg, 4R Horoo, Baga Toiruu, 17-9, Ulaanbaatar, Mongolia
|
300,000
|
300,000
|
Nil
|
Nil
|
Kam
Chung Hui
Suite
211, 2/F Tak Shing House, Tak Tin estate, Lam Tin, Kowloon,
Hong
Kong
|
300,000
|
300,000
|
Nil
|
Nil
|
Duuriimaa
Oidov
1R
Horoo 12R Horoolol 22R Bair 124 Toot, Ulaanbaatar,
Mongolia
|
425,000
|
425,000
|
Nil
|
Nil
|
Timursukh Oidov
Bayanzurkh Duureg, 4R
|
425,000
|
425,000
|
Nil
|
Nil |
Horoo,
15R Horoolol, 111R Bair, 30 Toot, Ulaanbaatar, Mongolia
|
|
|
|
|
Khulan
Choilon
Chingeltei
Duureg, 5R Horoo, 6R Horoolol, 21R Bair, 14 Toot, Ulaanbaatar,
Mongolia
|
425,000
|
425,000
|
Nil
|
Nil
|
Geser
Bataakhuu
5R
Horoo, 10R Horoolol, 3-38, Ulaanbaatar, Mongolia
|
425,000
|
425,000
|
Nil
|
Nil
|
Solongo
Bataakhuu
Bayangol
Duureg, 3R Horoolol, 15R Horoo, 21 Bair, 70 Toot, Ulaanbaatar,
Mongolia
|
425,000
|
425,000
|
Nil
|
Nil
|
Mark
Lee
1/F,
37 Cambridge Road, Kowloon Town, Kowloon, Hong Kong
|
425,000
|
425,000
|
Nil
|
Nil
|
Enrique
Yon
Cune
Vesaliv, 363 Apto 301, San Boya, Lima, Peru
|
179,000
|
179,000
|
Nil
|
Nil
|
Alberto
Yon
Jr.
Ucayali 741-747,
Lima,
L1, Peru
|
100,000
|
100,000
|
Nil
|
Nil
|
Chaim
Ai Ngoh
5
Jalan Kakatua,
Singapore,
598566
|
50,000
|
50,000
|
Nil
|
Nil
|
Siu
Hing Chan
31/F
Flat C, Tower 1, Elegance Garden, Tuen Mun, N.T., Hong
Kong
|
275,000
|
275,000
|
Nil
|
Nil
|
Shiu
Yong Tham
3368
East 44th
Avenue, Vancouver, B.C., Canada, V5R 3B4
|
400,000
|
400,000
|
Nil
|
Nil
|
Simon
Tsemakovich
2950
West 15th
Street
Vancouver,
B.C., Canada, V6K 3A3
|
425,000
|
425,000
|
Nil
|
Nil
|
Gemma
Sarreal
#603
- 238 Alvin Narod Mews
Vancouver,
B.C., Canada
V6B
5Z3
|
1,000
|
1,000
|
Nil
|
Nil
|
Eva
Yuk Kit Lam
2782
East 15th
Avenue
Vancouver,
B.C., Canada, V5M 2K3
|
1,000
|
1,000
|
Nil
|
Nil
|
Romana
Mae Lopez
#250
- 13604 - 67 Avenue
Surrey,
B.C., Canada,
V3W
6X5
|
1,000
|
1,000
|
Nil
|
Nil
|
Anneliese
M. Sagucio
8340
St. Albans Road
Richmond,
B.C., Canada
|
1,000
|
1,000
|
Nil
|
Nil
|
V6Y
2K9
|
||||
Timothy
Rak
6520
Whiteoak Dr,
Richmond,
B.C., Canada, V7E 4Z8
|
1,000
|
1,000
|
Nil
|
Nil
|
Michael
Rak
6520
Whiteoak Dr,
Richmond,
B.C., Canada,
V7E
4Z8
|
1,000
|
1,000
|
Nil
|
Nil
|
Jaspaul
Bagry
3405
East 4th
Ave,
Vancouver,
B.C., Canada, V5M 1M1
|
1,000
|
1,000
|
Nil
|
Nil
|
Andrew
Bisnar
4515
Peterson Drive, Richmond, B.C., Canada,
V7E
4X6
|
1,000
|
1,000
|
Nil
|
Nil
|
Charmaine
Cheng
9440
McBurney Drive, Richmond, B.C., Canada,
V6Y
3C6
|
1,000
|
1,000
|
Nil
|
Nil
|
Sean
Kelly
2601
- 1155 Homer St.
Vancouver,
B.C., Canada,
V6B
5T5
|
1,000
|
1,000
|
Nil
|
Nil
|
Raymond
Tsang
1257
Marine Drive,
West
Vancouver, B.C., Canada
V7T
1B4
|
1,000
|
1,000
|
Nil
|
Nil
|
Kerry
Chow
8268
Tidewater Place
Vancouver,
B.C., Canada
V6P
6R2
|
1,000
|
1,000
|
Nil
|
Nil
|
Donald
Hamada
#96
- 8701 16th
Avenue
Burnaby,
B.C., Canada,
V3n
5B5
|
1,000
|
1,000
|
Nil
|
Nil
|
Margaret
E. Archibald
4825
Hazel Street, Apt. 1130
Burnaby,
B.C., Canada,
V5H
4N4
|
1,000
|
1,000
|
Nil
|
Nil
|
Nick
Louie
1170
East 48th
Avenue
Vancouver,
B.C., Canada,
V5W
2E7
|
1,000
|
1,000
|
Nil
|
Nil
|
William
Law
2088
Quilchena Cresent
Vancouver,
B.C., Canada,
V6M
1E3
|
1,000
|
1,000
|
Nil
|
Nil
|
Kenny
Kwan
6428
Hudson Street
Vancouver,
B.C., Canada,
V6M
2Z8
|
1,000
|
1,000
|
Nil
|
Nil
|
Ralph
Bellefleur
13522
- 62B Avenue
|
1,000
|
1,000
|
Nil
|
Nil
|
Surrey,
B.C., Canada,
V3X
3R6
|
||||
Grant
Caudwell
550
Burrard Street, Apt 500
Vancouver,
B.C., Canada,
V6C
2B5
|
1,000
|
1,000
|
Nil
|
Nil
|
Richard
Kwan
6520
Nanaimo Street
Vancouver,
B.C., Canada,
V5P
4L2
|
1,000
|
1,000
|
Nil
|
Nil
|
Roberto
Chu
1340
- 43rd
Avenue East
Vancouver,
B.C., Canada,
V5W
1V2
|
1,000
|
1,000
|
Nil
|
Nil
|
à |
Kam
Chung Hui is the mother of David Ho, our director and
officer
|
à |
Duuriimaa
Oidov is the sister of Timursukh
Oidov
|
à |
Geser
Bataakhuu is the cousin of Solongo
Bataakhuu
|
à |
Enrique
Yon is the brother of Alberto Yon
|
à |
Mark
Lee is the cousin of Johnny Lee, our director and
officer
|
1. |
on
such public markets or exchanges as the common stock may from time
to time
be trading;
|
2. |
in
privately negotiated transactions;
|
3. |
through
the writing of options on the common
stock;
|
4. |
in
short sales, or;
|
5. |
in
any combination of these methods of
distribution.
|
1. |
not
engage in any stabilization activities in connection with our common
stock;
|
2. |
furnish
each broker or dealer through which common stock may be offered,
such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
and
|
3. |
not
bid for or purchase any of our securities or attempt to induce any
person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
|
1. |
The
person is not subject to a statutory disqualification, as that term
is
defined in Section 3(a)(39) of the Act, at the time of his participation;
|
2. |
The
person is not compensated in connection with his participation by
the
payment of commissions or other remuneration based either directly
or
indirectly on transactions in
securities;
|
3. |
The
person is not at the time of their participation, an associated person
of
a broker/
|
4. |
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1
of the
Exchange Act, in that he (A) primarily performs, or is intended primarily
to perform at the end of the offering, substantial duties for or
on behalf
of the Issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an associated person
of
a broker or dealer, within the preceding twelve (12) months; and
(C) do
not participate in selling and offering of securities for any Issuer
more
than once every twelve (12) months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
|
Name
|
Position
Held with the Company
|
Age
|
Date
First Elected or Appointed
|
Johnny
Lee
Block
4, 11A Rhythm Garden,242 Choi Hung Road, Kowloon, Hong
Kong
Citizenship:
China
|
President,
Chief Executive Officer, Director
|
44
|
April
2, 2004
|
David
Ho
1409
Forbes Avenue
North
Vancouver, BC, Canada V7M 2Y2
Citizenship:
Canada
|
Secretary,
Chief Financial Officer, Director
|
49
|
April
2, 2004
|
Name
and Address of
Beneficial
Owners of
Common
Stock
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership
|
%
of Common Stock
|
Johnny
Lee
Director,
President and Chief Executive Officer
Block
4, 11A, Rhythm Garden
242
Choi Hung Road, Kowloon
Hong
Kong, China
|
Common
Stock
|
4,000,000
|
44.44%
|
David
Ho
Director,
Secretary, Treasurer, and Chief Financial Officer
1409
Forbes Avenue
North
Vancouver, B.C. V7M 2Y2 Canada
|
Common
Stock
|
400,000
|
4.44%
|
DIRECTORS
AND OFFICERS AS A GROUP
|
4,400,000
|
48.89%
|
|
5%
SHAREHOLDERS
|
NONE
|
NONE
|
NONE
|
1. |
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such
date.
|
2. |
Based
on 9,000,000 shares outstanding as of this prospectus date, and no
options, warrants, rights of conversion or privileges or similar
items to
purchase shares of common stock.
|
3. |
The
beneficial owner named above does not have the right to acquire options,
warrants, rights, conversion privilege, or similar
obligations.
|
4. |
Except
as pursuant to applicable community property laws, the persons named
in
the above table have sole voting and investment power with respect
to all
shares of Common Stock.
|
1) |
Mr.
Johnny Lee, an officer and director of our company, purchased 2,000,000
and another 2,000,000 of our common shares on May 24, 2004 and on
June 10,
2005 at a price of $0.001 per share, respectively. The shares sold
were in
connection with loans that Mr. Lee had executed with us and agreed
to
convert the loans into shares of our
company.
|
2) |
Mr.
David Ho, an officer and director of our company, purchased 400,000
of our
common shares on June 10, 2005 at a price of $0.001 per share. The
shares
sold were in connection with a loan that Mr. Ho had executed with
us and
agreed to convert the loan into shares of our
company.
|
Shareholder
|
Loan
Amount
|
Date
Loan Executed
|
Terms
& Conditions
|
Johnny
Lee
|
$8,000
$40,000
|
May
20, 2004
March
15, 2005
|
Unsecured,
No interest; payable on demand; 15 months advance notice of
repayment
|
Temuulen
Ulziiburen
|
$9,700
$50,000
|
May
20, 2004
March
28, 2005
|
Unsecured,
No interest; payable on demand; 15 months advance notice of
repayment
|
Kam-Chang
Hui
|
$9,700
|
May
20, 2004
|
Unsecured,
No interest; payable on demand; 15 months advance notice of
repayment
|
· |
Test
the timeliness and deliverability of goods shipped from manufacturers
in
China.
|
· |
Test
the viability of our products in the target market.
|
· |
Test
our administrative procedures, delivery and recovery dealings, and
cleaning of product after each use.
|
1. |
Artona
Group will place an order of 1,500 regalia from us upon execution
of the
agreement;
|
2. |
We
agree to deliver the order of 1,500 regalia no later than March 31,
2006;
|
3. |
All
of the 1,500 gowns ordered are in black color inclusive of cap, tassel,
and year date in gold for 2006;
|
4. |
Our
cost of the order is set at USD$29.50 per regalia delivered, inclusive
of
gown, cap, tassel and year date;
|
5. |
Artona
Group will purchase or rent no less than 6,000 units of regalia
exclusively from us over the next four years. The base price will
be
determined at the time of order;
|
6. |
For
purposes of calculating the sharing of the rental profits, both parties
agree as follows:
|
a. |
For
rental in British Columbia, both parties will share profits of 50%
each
after direct costs; and
|
b. |
All
other areas outside of British Columbia, 60% of profits will go to
us and
the remaining 40% of profits will go to Artona Group after direct
costs;
|
7. |
Artona
group will provide advisory support and assistance in identifying
other
similar photography studios in North America for the marketing of
our
products; and
|
8. |
Both
parties shall have the right to terminate the agreement upon mutual
agreement.
|
à |
Branding
of product to directly identify and build loyalty among distributors
and
end users of the product;
|
à |
Marketing
collateral development for use by customers and other parties acting
as
distributors of regalia;
|
à |
Affiliation
with Canadian and US professional photography and digital associations
to
provide a medium for identifying potential
distributors;
|
à |
Participation
in trade shows related to the regalia, photography and digital imaging
industries to provide a venue for identifying potential distributors.
Research will be conducted to identify trade shows where the target
markets participate directly; and
|
à |
Anticipated
creation of a website that will promote regalia products, solicit
e-commerce, supervise supply chain management and manage distributor
relations.
|
Expense
Item
|
Estimated
Annual Amount
|
Bank
Charges
|
$120.00
|
Legal
|
18,000.00
|
Accounting
|
10,000.00
|
Travel
Expenses
|
8,000.00
|
Office
Expenses
|
3,600.00
|
Delivery/Shipping
|
7,000.00
|
Brokerage
+ Taxes
|
3,000.00
|
Filing
Fees
|
300.00
|
a. |
Holding
Period: Before
you may sell restricted securities in the marketplace, you must hold
them
for at least one year. The one-year holding period begins when the
securities were bought and fully paid for.
|
b. |
Adequate
Current Information: There
must be adequate current information about the issuer of the securities
before the sale can be made. This generally means the issuer has
complied
with the periodic reporting requirements of the Securities Exchange
Act of
1934.
|
c. |
Trading
Volume Formula: After
the one-year holding period, the number of shares you may sell during
any
three-month period cannot exceed the greater of 1% of the outstanding
shares of the same class being sold, or if the class is listed on
a stock
exchange or quoted on NASDAQ, the greater of 1% or the average reported
weekly trading volume, during the four weeks preceding the filing
of a
notice of the sale on Form 144.
|
d. |
Ordinary
Brokerage Transactions:
The sales must be handled in all respects as routine trading transactions,
and brokers may not receive more than a normal commission. Neither
the
seller nor the broker can solicit orders to buy the
securities.
|
e. |
Filing
Notice With the SEC:
At
the time you place your order, you must file a notice with the SEC
on Form
144 if the sale involves more than 500 shares or the aggregate dollar
amount is greater than $10,000 in any three-month period. The sale
must
take place within three months of filing the Form and, if the securities
have not been sold, you must file an amended
notice.
|
SUMMARY
COMPENSATION TABLE AS AT JUNE 30, 2005
|
||||||||
Annual
Compensation
|
Long
Term Compensation
|
|||||||
Awards
|
Payouts
|
|||||||
Name
and Principal
Position
|
Year
|
Salary
and/or Fees
|
Bonus
|
Other
Annual
Compensation
|
Securities
Underlying
Options/
SARs
Granted
|
Restricted
Shares
or
Restricted
Share
Units
|
LTIP
Payouts
|
All
Other
Compen-
sation
|
Johnny
Lee
President
and Chief Executive Officer
|
2004
2005
To
2006
|
Nil
35,000
|
Nil
Nil
|
Nil
48,000(1)
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
David
Ho
Secretary,
Treasurer &
Chief
Financial Officer
|
2004
2005
|
Nil
Nil
|
Nil
Nil
|
Nil
9,600(1)
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
A.1.
|
Unaudited
Financial Statements, which include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
B.2.
|
Audited
Financial Statements for the period from April 2, 2004 to March 31,
2005,
which include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2005
|
||
ASSETS
|
(unaudited)
|
|
Current
assets
|
||
Cash
|
$
|
101,050
|
Prepaid
expenses and deposits
|
15,000
|
|
Total
current assets
|
116,050
|
|
Rental
assets, net of accumulated depreciation of $ 5,201
|
21,565
|
|
TOTAL
ASSETS
|
$
|
137,615
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
Current
liabilities
|
||
Accounts
payable and accrued expenses
|
$
|
3,686
|
Stockholder
advances
|
117,400
|
|
Total
current liabilities
|
121,086
|
|
STOCKHOLDERS’
EQUITY:
|
||
Common
stock, $.001 par value, 50,000,000 shares authorized, 9,000,000
shares
issued and outstanding
|
9,000
|
|
Additional
paid in capital
|
162,709
|
|
Deficit
accumulated during the development stage
|
(155,180)
|
|
Total
Stockholders’ Equity
|
16,529
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
137,615
|
|
Three
months
ended
December
31, 2005
|
Three
months ended
December
31, 2004
|
Nine
months ended
December
31, 2005
|
Nine
months ended
December
31, 2004
|
Inception
through
December
31, 2005
|
|||||||||
Rental
revenue
|
$
|
---
|
$
|
---
|
$
|
7,548
|
$
|
---
|
$
|
7,548
|
||||
Gown
rental expense
|
-
|
-
|
(8,416)
|
|
-
|
(8,416)
|
||||||||
Depreciation
|
(2,229)
|
|
-
|
(5,201)
|
|
-
|
(5,201)
|
|||||||
Gross
margin
|
(2,229)
|
|
-
|
(6,069)
|
|
-
|
(6,069)
|
|||||||
General
and administrative expenses:
|
||||||||||||||
Professional
fees
|
9,220
|
-
|
21,420
|
4,201
|
25,621
|
|||||||||
Compensation
- related party
|
-
|
7,500
|
67,600
|
20,000
|
92,600
|
|||||||||
|
||||||||||||||
Other
general and administrative
|
68
|
50
|
5,354
|
181
|
21,781
|
|||||||||
Total
General and Administrative
|
9,288
|
7,550
|
94,374
|
24,382
|
140,002
|
|||||||||
Operating
loss
|
(11,517)
|
|
(7,550)
|
|
(100,443)
|
|
(24,382)
|
|
(146,071)
|
|||||
Interest
expense
|
(2,348)
|
|
(568)
|
|
(7,044)
|
|
(1,379)
|
|
(9,109)
|
|||||
Net
loss
|
$
|
(13,865)
|
|
$
|
(8,118)
|
|
$
|
(107,487)
|
|
$
|
(25,761)
|
|
$
|
(155,180)
|
Net
loss per share:
|
||||||||||||||
Basic
and diluted
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
$
|
(0.02)
|
|
$
|
(0.01)
|
|
||
Weighted
average shares outstanding:
|
||||||||||||||
Basic
and diluted
|
9,000,000
|
2,600,000
|
6,866,666
|
2,600,000
|
|
Nine
months ended December 31, 2005
|
Nine
months ended December 31, 2004
|
Inception
through
December
31, 2005
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$
|
(107,487)
|
|
$
|
(25,761)
|
|
$
|
(155,180)
|
Adjustments
to reconcile net loss to
cash
used by operating activities:
|
||||||||
Depreciation
|
5,201
|
-
|
5,201
|
|||||
Imputed
interest on stockholder advances
|
7,044
|
1,379
|
9,109
|
|||||
Non-cash
management compensation
|
57,600
|
-
|
57,600
|
|||||
Change
in non-cash working capital items
Accounts
payable
|
(2,870)
|
|
-
|
6,086
|
||||
Prepaid
expense and deposits
|
(15,000)
|
|
-
|
(15,000)
|
||||
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(55,512)
|
|
(24,382)
|
|
(92,184)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITY
|
||||||||
Purchase
of rental assets
|
(3,500)
|
|
-
|
(26,766)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from sale of common stock
|
100,000
|
2,600
|
102,600
|
|||||
Advances
to related party
|
-
|
(5,500)
|
|
-
|
||||
Proceeds
from stockholder advances
|
-
|
27,400
|
117,400
|
|||||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
100,000
|
24,500
|
220,000
|
|||||
NET
INCREASE IN CASH
|
40,988
|
118
|
101,050
|
|||||
Cash,
beginning of period
|
60,062
|
-
|
-
|
|||||
Cash,
end of period
|
$
|
101,050
|
$
|
118
|
$
|
101,050
|
||
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||
NON
CASH TRANSACTIONS:
|
||||||||
Issuance
of stock for debt
|
$
|
2,400
|
$
|
-
|
$
|
2,400
|
|
March
31,
2005
|
|
ASSETS
|
||
Current
assets
|
||
Cash
|
$
|
60,062
|
Fixed
asset
|
||
Rental
assets
|
23,266
|
|
TOTAL
ASSETS
|
$
|
83,328
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||
Current
liabilities
|
||
Accounts
payable and accrued expenses
|
$
|
8,956
|
Stockholder
advances
|
117,400
|
|
Total
current liabilities
|
126,356
|
|
STOCKHOLDERS’
DEFICIT:
|
||
Common
stock, $.001 par value, 50,000,000 shares
authorized,
2,600,000 shares issued and outstanding
|
2,600
|
|
Additional
paid in capital
|
2,065
|
|
Deficit
accumulated during the development stage
|
(47,693)
|
|
Total
Stockholders’ Deficit
|
(43,028)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
83,328
|
|
For
the period from April, 2004 (Inception) through
March
31, 2005
|
|
|
||
General
and administrative expenses:
|
||
Professional
fees
|
$
|
4,201
|
Travel
|
8,674
|
|
Compensation
|
25,000
|
|
Filing
and registration fees
|
5,154
|
|
Other
|
2,599
|
|
Total
General and Administrative
|
(45,628)
|
|
Interest
expense
|
(2,065)
|
|
Net
loss
|
$
|
(47,693)
|
Net
loss per share:
|
||
Basic
and diluted
|
$
|
(.02)
|
Weighted
average shares outstanding:
|
||
Basic
and diluted
|
2,600,000
|
|
Inception
through
March
31,
2005
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||
Net
loss
|
$
|
(47,693)
|
Adjustments
to reconcile net loss to
cash
used by operating activities:
|
||
Imputed
interest on stockholder advances
|
2,065
|
|
(45,628)
|
||
Change
in non-cash working capital items
Accounts
payable
|
8,956
|
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(36,672)
|
|
CASH
FLOWS FROM INVESTING ACTIVITY
|
||
Purchase
of rental assets
|
(
23,266)
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||
Proceeds
from sale of common stock
|
2,600
|
|
Stockholder
advances
|
117,400
|
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
120,000
|
|
NET
INCREASE IN CASH
|
60,062
|
|
Cash,
beginning of period
|
-
|
|
Cash,
end of period
|
$
|
60,062
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||
Interest
paid
|
$
|
-
|
Income
taxes paid
|
$
|
-
|
|
Common
stock
|
Additional
paid-in capital
|
Deficit
accumulated during the development stage
|
Total
|
|||||||||||
|
Shares
|
Amount | |||||||||||||
Issuance
of common stock
for
cash to founders
|
2,600,000
|
|
2,600
|
|
-
|
|
-
|
|
2,600
|
||||||
Imputed
interest
|
-
|
-
|
2,065
|
-
|
2,065
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(47,693)
|
(47,693)
|
||||||||||
Balance,
March
31, 2005
|
2,600,000
|
$
|
2,600
|
$
|
2,065
|
$
|
(47,693)
|
$
|
(43,028)
|
2005
|
|||
Deferred
tax asset attributable to:
|
|||
Net
operating loss carryover
|
$
|
16,500
|
|
Valuation
allowance
|
(16,500)
|
||
Net
deferred tax asset
|
$
|
-
|
· |
a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or
investigative, except an action by or in the right of the corporation,
by
reason of the fact that he is or was a director, officer, employee
or
agent of the corporation, or is or was serving at the request of
the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and
in a
manner which he reasonably believed to be in or not opposed to the
best
interests of the corporation, and, with respect to any criminal action
or
proceeding, had no reasonable cause to believe his conduct was unlawful;
|
· |
a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment
in its favor by reason of the fact that he is or was a director,
officer,
employee or agent of the corporation, or is or was serving at the
request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against
expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense
or
settlement of the action or suit if he acted in good faith and in
a manner
which he reasonably believed to be in or not opposed to the best
interests
of the corporation. Indemnification may not be made for any claim,
issue
or matter as to which such a person has been adjudged by a court
of
competent jurisdiction, after exhaustion of all appeals therefrom,
to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the
case, the person is fairly and reasonably entitled to indemnity for
such
expenses as the court deems proper; and
|
· |
to
the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any
action,
suit or proceeding, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with
the
defense.
|
· |
by
our security holders;
|
· |
by
our board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
|
· |
if
a majority vote of a quorum consisting of directors who were not
parties
to the action, suit or proceeding so orders, by independent legal
counsel
in a written opinion;
|
· |
if
a quorum consisting of directors who were not parties to the action,
suit
or proceeding cannot be obtained, by independent legal counsel in
a
written opinion; or
|
· |
by
court order.
|
SEC
registration fees
|
$
2, 000
|
Printing
and engraving expenses(1)
|
3,000
|
Accounting
fees and expenses(1)
|
6,000
|
Legal
fees and expenses(1)
|
29,000
|
Transfer
agent and registrar fees(1)
|
1,000
|
Fees
and expenses for qualification under state securities laws(1)
|
0
|
Offering
Expenses
|
41,000
|
Miscellaneous(1)
|
$
8,000
|
Total
|
$49,000
|
Exhibit
Number
|
Description
|
3.1*
|
Articles
of Incorporation
|
3.2*
|
By-Laws
|
4.1*
|
Sample
Share Certificate
|
5.1*
|
Opinion
of Cane Clark LLP
|
10.1*
|
Management
Services Agreement dated May 1, 2004
|
10.2*
|
Extension
of Management Services Agreement dated May 1, 2005
|
10.3*
|
Suspension
of Management Services Agreement dated June 29, 2004
|
10.4*
|
Academic
Regalia Purchase and Rental Agreement dated June 15,
2005
|
23.2*
|
Consent
of Cane Clark LLP
|