Title
of securities
to
be offered
|
Number
of offered shares
|
Offering
price
per
share
|
Proceeds
|
Common
Stock
|
489,800
|
$0.25
|
$122,450
|
Prospectus
Summary
|
3
|
Risk
Factors
|
3
|
Forward
Looking Statements
|
8
|
Use
of Proceeds
|
8
|
Determination
of Offering Price
|
8
|
Dilution
|
8
|
Selling
Shareholder
|
8
|
Plan
of Distribution
|
10
|
Legal
Proceedings
|
11
|
Directors,
Executive Officers, Promoters and Control Persons
|
11
|
Security
Ownership of Certain Beneficial Owners and Management
|
12
|
Description
of Securities
|
12
|
Interest
of Named Experts and Counsel
|
13
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
13
|
Organization
Within Last Five Years
|
13
|
Description
of Business
|
14
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17
|
Description
of Property
|
18
|
Certain
Relationships and Related Transactions
|
18
|
Market
for Common Equity and Related Stockholder Matters
|
19
|
Executive
Compensation
|
20
|
Financial
Statements
|
22
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
52
|
Legal
Matters
|
52
|
Experts
|
52
|
Additional
Information
|
52
|
Our
Business:
|
Our
principal business address is 1097 Country Coach Dr., Suite
705,
Henderson, Nevada 89002. Our telephone number is (800)
315-0045.
We
are an Internet-based provider of international surf resorts,
camps and
guided surf tours. We also intend to operate a surf camp
at Scorpion Bay,
which is located in San Juanico, Baja California Sur, Mexico.
Through our
Mexican subsidiary, we own approximately 2.5 acres of land
on the beach at
Scorpion Bay.
|
|
Our
state of organization:
|
We
were incorporated in Nevada on December 4, 2006.
|
|
Summary financial information: |
The
summary financial information set forth below is derived from
the more
detailed financial statements appearing elsewhere in this
prospectus. We have prepared our financial statements contained
in this prospectus in accordance with accounting principles
generally
accepted in the United States. All information should be considered
in
conjunction with our financial statements and the notes contained
elsewhere in this prospectus.
|
Income
Statement
|
Six
Month
Period
Ending
June
30, 2007
|
Period
from Inception to
December
31, 2006
|
||||||
Net
Revenue
|
0
|
0
|
||||||
Gross
Profit
|
0
|
0
|
||||||
Operating
Expenses
|
6,940
|
2,350
|
||||||
Net
Loss
|
(5,048 | ) | (2,847 | ) | ||||
Net
Loss Per Share
|
(0.00 | ) | (0.00 | ) |
Balance
Sheet
|
June
30, 2007
|
December
31, 2006
|
||||||
Total
Assets
|
199,570
|
103,597
|
||||||
Total
Liabilities
|
360
|
91,294
|
||||||
Shareholders’
Equity
|
200,605
|
12,303
|
Number of shares being offered: |
The
selling shareholders want to sell 489,800 shares of our issued
and
outstanding common stock. The selling shareholders will sell
at a price of
$0.25 per share until the shares are quoted on the OTC Bulletin
Board and
thereafter at prevailing market prices or privately negotiated
prices.
|
|
Estimated
use of proceeds:
|
We
will not receive any of the proceeds from the sale of those
shares being
offered by the selling
shareholders.
|
|
·
|
reluctance
of potential purchasers to choose to invest in real estate in Baja
California Sur, Mexico;
|
|
·
|
reluctance
of potential purchasers to follow through with their purchase of
real
property in Baja California Sur, Mexico;
and
|
|
·
|
concerns
about whether potential purchasers will possess clean title to the
real
property in Baja California Sur, Mexico and in the future be able
to
convey that property to future
purchaser.
|
|
·
|
a
decline in residential
transactions and commercial acquisition, disposition and leasing
activity;
|
|
·
|
a
decline in the supply of capital
invested in commercial real estate;
and
|
|
·
|
a
decline in the value of real
estate and in rental rates, which would cause us to realize lower
revenue.
|
|
·
|
greater
name recognition;
|
|
·
|
larger
marketing budgets and resources;
|
|
·
|
established
marketing relationships;
|
|
·
|
access
to larger customer bases; and
|
|
·
|
substantially
greater financial, technical and other
resources.
|
|
·
|
the
price paid by the selling
shareholders for the shares they are
offering;
|
|
·
|
our
future prospects;
and
|
|
·
|
our
capital
structure.
|
|
1.
|
the
number of shares owned by the selling shareholders prior to this
offering;
|
|
2.
|
the
total number of shares that are to be offered by the selling
shareholders;
|
|
3.
|
the
total number of shares of common stock that will be owned by the
selling
shareholders upon completion of the offering;
and
|
|
4.
|
the
percentage of common stock that will be owned by the selling shareholders
upon completion of the offering if all of the offered shares are
sold by
the selling shareholders.
|
Name
of Selling
Shareholder
|
Amount
of Shares
of
Common Stock
Owned
by Selling
Shareholder
Before
the
Offering
|
Amount
of Shares
of
Common Stock
to
be Offered by
the
Selling
Shareholder
|
Amount
of Shares
of
Common Stock
Owned
by Selling
Shareholder
After
the
Offering
|
Percentage
of
Common
Stock
Owned
if all of
the
Offered
Shares
Are
Sold
|
Tom
Chen
|
40,000
|
40,000
|
0
|
0%
|
John
J. Garrigan III
|
8,000
|
8,000
|
0
|
0%
|
Matthew
J. Folsom
|
10,000
|
10,000
|
0
|
0%
|
David
Sivak
|
6,000
|
6,000
|
0
|
0%
|
Suiyuen
Wong
|
2,000
|
2,000
|
0
|
0%
|
Gregory
Michael Smith
|
2,000
|
2,000
|
0
|
0%
|
Lawrence
Leisz
|
12,000
|
12,000
|
0
|
0%
|
Tina
Florance
|
6,000
|
6,000
|
0
|
0%
|
Stanley
McCrosky
|
4,000
|
4,000
|
0
|
0%
|
Christian
Negri
|
4,000
|
4,000
|
0
|
0%
|
Michael
S. Kroll
|
8,000
|
8,000
|
0
|
0%
|
Christine
M. Bertrand
|
30,000
|
30,000
|
0
|
0%
|
Victor
R. Maza
|
10,000
|
10,000
|
0
|
0%
|
PCB
Enterprises, Inc.
(1)
|
40,000
|
40,000
|
0
|
0%
|
Stacie
DeMate
|
28,000
|
28,000
|
0
|
0%
|
Glenn
LePalme
|
4,000
|
4,000
|
0
|
0%
|
Joyce
C. Speakman
|
28,000
|
28,000
|
0
|
0%
|
Michael
Bruce Armstrong
|
10,000
|
10,000
|
0
|
0%
|
Chris
Christensen
|
20,000
|
20,000
|
0
|
0%
|
Barbara
Leake
|
28,000
|
28,000
|
0
|
0%
|
Lauriebeth
L. Bugawan
|
1,000
|
1,000
|
0
|
0%
|
Louis
K. Chow
|
1,000
|
1,000
|
0
|
0%
|
Brad
Thompson
|
40,000
|
40,000
|
0
|
0%
|
Isaac
Flores
|
2,000
|
2,000
|
0
|
0%
|
Silentium,
LLC (2)
|
4,000
|
4,000
|
0
|
0%
|
Dan
B. Dalsimer
|
4,000
|
4,000
|
0
|
0%
|
Jaime
Lynn Austin
|
12,000
|
12,000
|
0
|
0%
|
Danny
Patrick Werner
|
6,800
|
6,800
|
0
|
0%
|
Shelby
Mirrotto
|
5,000
|
5,000
|
0
|
0%
|
Gregory
Nelson
|
4,000
|
4,000
|
0
|
0%
|
Andy
Moeck
|
20,000
|
20,000
|
0
|
0%
|
Shadow
Trust (3)
|
20,000
|
20,000
|
0
|
0%
|
Andy
Hinsch
|
20,000
|
20,000
|
0
|
0%
|
Scott
Gassaway
|
2,400
|
2,400
|
0
|
0%
|
Christopher
A. Roesti
|
1,600
|
1,600
|
0
|
0%
|
Jessica
Delano
|
4,000
|
4,000
|
0
|
0%
|
Jason
W. Kuncas
|
2,000
|
2,000
|
0
|
0%
|
ID
Zines Productions, Inc.
(4)
|
40,000
|
40,000
|
0
|
0%
|
|
·
|
purchases
by a broker or dealer as principal and resale by such broker or dealer
for
its account;
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and
|
|
·
|
privately
negotiated transactions.
|
Registration
Fees
|
Approximately
|
$3.76
|
Transfer
Agent Fees
|
Approximately
|
$500.00
|
Costs
of Printing and Engraving
|
Approximately
|
$500.00
|
Legal
Fees
|
Approximately
|
$10,000.00
|
Accounting
Fees
|
Approximately
|
$15,000.00
|
Name
|
Age
|
Position
|
Eduardo
Biancardi
|
38
|
President,
Secretary, Chief Financial Officer and Director
|
Santana
Martinez
|
34
|
Director
|
Title
of
Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature of
Beneficial
Owner
|
Percent
of
Class
|
Common
Stock
|
Eduardo
Biancardi
1097
Country Coach Dr., Suite 705
Henderson,
Nevada 89002
|
40,000
shares, President,
Secretary,
CFO and director
|
1.06%
|
Common
Stock
|
Santana
Martinez
1097
Country Coach Dr., Suite 705
Henderson,
Nevada 89002
|
3,140,000
shares (1),
director
|
83.30%
|
Common
Stock
|
ISR
Investments LLC (2)
1097
Country Coach Dr., Suite 705
Henderson,
Nevada 89002
|
3,140,000
shares
|
83.30%
|
Common
Stock
|
All
directors and named executive officers as a group
|
3,180,000
shares
|
84.36%
|
|
·
|
is
or was a director or officer of
the corporation or
|
|
·
|
is
or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign
or
domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise, to the fullest
extent
permitted under the Nevada General Corporation Law, as the same exists
or
may hereafter be amended; provided, however, that except as provided
in
Article Eight with respect to proceedings to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee
in
connection with a proceeding initiated by such indemnitee only if
such
proceeding was authorized by the board of directors of the
corporation.
|
|
·
|
utilizing
direct response print advertisements placed primarily in surf related
magazines and special interest
magazines;
|
|
·
|
links
to industry focused websites;
|
|
·
|
develop
and print sales and marketing materials including brochures and cards;
and
|
|
·
|
initiate
direct contact with those potential
customers.
|
|
·
|
create
awareness of our products and
services;
|
|
·
|
continue
and expand our website;
|
|
·
|
increase
the number of Internet users to our
website;
|
|
·
|
increase
our relationships with clients;
|
|
·
|
provide
additional services for businesses and consumers;
and
|
|
·
|
pursue
relationships with joint venture candidates which will support our
development. We currently do not have plans, agreements, understandings
or
arrangements to engage in joint
ventures.
|
|
·
|
the
quality of the surf at the locations that we showcase on our website;
and
|
|
·
|
quality,
cost and breadth of services and properties
provided.
|
|
·
|
these
agreements will not be breached;
|
|
·
|
we
would have adequate remedies for any breach;
or
|
|
·
|
our
proprietary trade secrets and know-how will not otherwise become
known or
be independently developed or discovered by
competitors.
|
|
·
|
disclose
such transactions in prospectuses where
required;
|
|
·
|
disclose
in any and all filings with the Securities and Exchange Commission,
where
required;
|
|
·
|
obtain
disinterested directors consent;
and
|
|
·
|
obtain
shareholder consent where required.
|
|
·
|
a
description of the nature and level of risk in the market for penny
stocks
in both public offerings and secondary
trading;
|
|
·
|
a
description of the broker’s or dealer’s duties to the customer and of the
rights and remedies available to the customer with respect to violation
to
such duties or other requirements of securities’
laws;
|
|
·
|
a
brief, clear, narrative description of a dealer market, including
“bid”
and “ask” prices for penny stocks and the significance of the spread
between the “bid” and “ask” price;
|
|
·
|
a
toll-free telephone number for inquiries on disciplinary
actions;
|
|
·
|
definitions
of significant terms in the disclosure document or in the conduct
of trading in penny stocks;
and
|
|
·
|
such
other information and is in such form, including language, type,
size and
format, as the Securities and Exchange Commission shall require by
rule or
regulation.
|
|
·
|
the
bid and offer quotations for the penny
stock;
|
|
·
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
·
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market
for such stock; and
|
|
·
|
monthly
account statements showing the market value of each penny stock held
in
the customer’s account.
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation
($)
|
Awards
|
Payouts
|
All
Other Compensation
|
|
Restricted
Stock Awards ($)
|
Securities
Underlying Options/SARs (#)
|
LTIP
Payouts
($)
|
||||||
Timothy
Neely, former officer
|
2006
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Option Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of Securities Underlying Unexercised Options
#
Exercisable
|
#
Un-exercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Options
|
Option
Exercise Price
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
Not
Vested
|
Market
Value
of
Shares
or Units Not
Vested
|
Equity
Incentive
Plan Awards:
Number
of Unearned
Shares,
Units
or
Other
Rights
Not
Vested
|
Value
of Unearned Shares,
Units
or
Other
Rights Not Vested
|
Timothy
Neely, former officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name
|
Fees
Earned
or
Paid
in
Cash
|
Stock
A
wards
$
|
Option
Awards
$
|
Non-Equity
Incentive
Plan Compensation
$
|
Non-Qualified
Deferred
Compensation
Earnings
$
|
All
Other Compensation
$
|
Total
$
|
Timothy
Neely,
former
director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Financial
Statements
|
|
Consolidated
Balance Sheets
|
25
|
Consolidated
Statements of Operations
|
26
|
Consolidated
Statement of Changes in Stockholders’ Equity
|
27
|
Consolidated
Statements of Cash Flows
|
29
|
Notes
to Consolidated Financial Statements
|
30
|
June
30,
2007
|
December
31, 2006
|
|||||||
(Unaudited)
|
||||||||
Current
assets
|
||||||||
Cash
|
$ |
138,235
|
$ |
46,097
|
||||
Total
current assets
|
138,235
|
46,097
|
||||||
Investment
in real property
|
61,335
|
57,500
|
||||||
Total
assets
|
$ |
199,570
|
$ |
103,597
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ |
360
|
$ |
1,294
|
||||
Notes
payable, stockholders
|
-
|
90,000
|
||||||
Total
current liabilities
|
360
|
91,294
|
||||||
Minority
interest in subsidiary
|
(1,395 | ) |
-
|
|||||
Stockholders’
equity
|
||||||||
Common
stock, $.001 par value; 100,000,000
|
||||||||
shares
authorized, 3,769,800 and 3,000,000
|
||||||||
shares
issued and outstanding as of
|
||||||||
June
30,2007 and December 31, 2006, respectively
|
3,770
|
3,000
|
||||||
Additional
paid-in capital
|
204,730
|
12,150
|
||||||
Deficit
accumulated during the development stage
|
(7,895 | ) | (2,847 | ) | ||||
Total
stockholders’ equity
|
200,605
|
12,303
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
199,570
|
$ |
103,597
|
Inception
|
||||||||
Six
months
|
(December
4,
|
|||||||
ended
|
2006)
to
|
|||||||
June
30, 2007
|
June
30, 2007
|
|||||||
Net
revenue
|
$ |
-
|
$ |
-
|
||||
Operating
expenses
|
||||||||
Legal
and professional fees
|
3,585
|
3,585
|
||||||
Organization
costs
|
-
|
2,140
|
||||||
Rent
|
900
|
1,050
|
||||||
General
and administrative
|
2,455
|
2,515
|
||||||
Total
operating expenses
|
(6,940 | ) | (9,290 | ) | ||||
Other
income (expense), net
|
497
|
-
|
||||||
Net
loss before minority interest
|
(6,443 | ) | (9,290 | ) | ||||
Minority
interest in subsidiary
|
1,395
|
1,395
|
||||||
Net
loss
|
$ | (5,048 | ) | $ | (7,895 | ) | ||
Net
loss per common share – basic and diluted
|
$ |
-
|
$ |
-
|
||||
Weighted
average of common shares – basic and diluted
|
3,081,191
|
3,070,652
|
Deficit
|
||||||||||||||||||||
Common
Stock
|
Accumulated
|
|||||||||||||||||||
Number
of
Shares
|
Amount
|
Additional
Paid-In
Capital
|
During
Development Stage
|
Total
Stockholders’ Equity
|
||||||||||||||||
Balance,
December 4, 2006
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
|||||||||||
Issuance of common stock, | ||||||||||||||||||||
December
5, 2006
|
3,000,000
|
3,000
|
12,000
|
-
|
15,000
|
|||||||||||||||
Additional paid-in capital in exchange | ||||||||||||||||||||
for
facilities provided by related party
|
-
|
-
|
150
|
-
|
150
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
(2,847 | ) | (2,847 | ) | |||||||||||||
Balance,
December 31, 2006
|
3,000,000
|
3,000
|
12,150
|
(2,847 | ) |
12,303
|
||||||||||||||
Notes
payable conversion, May 3, 2007
|
240,000
|
240
|
59,760
|
-
|
60,000
|
|||||||||||||||
Issuance
of common stock, June 30, 2007
|
529,800
|
530
|
131,920
|
-
|
132,450
|
Deficit
|
||||||||||||||||||||
Common
Stock
|
Accumulated
|
|||||||||||||||||||
Number
of
Shares
|
Amount
|
Additional
Paid-In
Capital
|
During
Development Stage
|
Total
Stockholders’ Equity
|
||||||||||||||||
Additional paid-in capital in exchange for | ||||||||||||||||||||
facilities
provided by related party
|
-
|
-
|
900
|
-
|
900
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
(5,048 | ) | (5,048 | ) | |||||||||||||
Balance,
June 30, 2007
|
3,769,800
|
$ |
3,770
|
$ |
204,730
|
$ | (7,895 | ) | $ |
200,605
|
Inception
|
||||||||
Six
months
|
(December
4,
|
|||||||
ended
|
2006)
to
|
|||||||
June
30, 2007
|
June
30, 2007
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
loss
|
$ | (5,048 | ) | $ | (7,895 | ) | ||
Adjustments
to reconcile net loss to net cash provided
|
||||||||
by
(used in) operating activities
|
||||||||
Additional
paid-in capital in exchange for facilities
|
||||||||
provided
by related party
|
900
|
1,050
|
||||||
Changes
in operating assets and liabilities
|
||||||||
(Decrease)
increase in accounts payable and
|
||||||||
accrued
expenses
|
(934 | ) |
360
|
|||||
Net
cash used in operating activities
|
(5,082 | ) | (6,485 | ) | ||||
Cash
flows from investing activities
|
||||||||
Investment
in real property
|
(3,835 | ) | (61,335 | ) | ||||
Minority
investment in subsidiary
|
(1,395 | ) | (1,395 | ) | ||||
Net
cash used in investing activities
|
(5,230 | ) | (62,730 | ) | ||||
Cash
flows from financing activities
|
||||||||
Proceeds
from issuance of common stock
|
132,450
|
147,450
|
||||||
Net
proceeds/(payments) from stockholder loans
|
(30,000 | ) |
60,000
|
|||||
Net
cash provided by financing activities
|
102,450
|
207,450
|
||||||
Net
increase in cash
|
92,138
|
138,235
|
||||||
Cash,
beginning of period
|
46,097
|
-
|
||||||
Cash,
end of period
|
$ |
138,235
|
$ |
138,235
|
||||
Supplemental
disclosure of cash flow information
|
||||||||
Income
taxes paid
|
$ |
-
|
$ |
-
|
||||
Interest
paid
|
$ |
-
|
$ |
-
|
||||
Conversion
of notes payable into common stock
|
$ |
60,000
|
$ |
60,000
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
|
2.
|
CONCENTRATION
OF CREDIT RISK
|
3.
|
NOTES
PAYABLE - STOCKHOLDERS
|
4.
|
ACCRUED
EXPENSES
|
5.
|
COMMON
STOCK
|
6.
|
PROVISION
FOR INCOME TAXES
|
6.
|
PROVISION
FOR INCOME
TAXES(Continued)
|
Federal
loss carryforward (@ 15%)
|
$ |
1,515
|
||
Less:
valuation allowance
|
(1,515 | ) | ||
Net
deferred tax asset
|
$ |
-
|
7.
|
RELATED
PARTY TRANSACTIONS
|
Report
of Independent Registered Public Accounting Firm
|
41
|
Financial
Statements
|
|
Balance
Sheet
|
42
|
Statement
of Operations
|
43
|
Statement
of Changes in Stockholders’ Equity
|
44
|
Statement
of Cash Flows
|
45
|
Notes
to Financial Statements
|
46
|
Current
assets
|
||||
Cash
|
$ |
46,097
|
||
Total
current assets
|
46,097
|
|||
Investment
in real property
|
57,500
|
|||
Total
assets
|
$ |
103,597
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
Current
liabilities
|
||||
Accounts
payable and accrued expenses
|
$ |
1,294
|
||
Notes
payable, stockholders
|
90,000
|
|||
Total
current liabilities
|
91,294
|
|||
Stockholders’
equity
|
||||
Common
stock, $.001 par value; 100,000,000 shares
|
||||
authorized,
3,000,000 shares issued and outstanding
|
3,000
|
|||
Additional
paid-in capital
|
12,150
|
|||
Deficit
accumulated during development stage
|
(2,847 | ) | ||
Total
stockholders’ equity
|
12,303
|
|||
Total
liabilities and stockholders’ equity
|
$ |
103,597
|
Net
revenue
|
$ |
-
|
||
Operating
expenses
|
||||
Organization
costs
|
2,140
|
|||
Rent
|
150
|
|||
General
and administrative
|
60
|
|||
Total
operating expenses
|
2,350
|
|||
Other
income (expense)
|
||||
Interest
expense
|
(497 | ) | ||
Net
loss before income taxes
|
(2,847 | ) | ||
Provision
for income taxes
|
-
|
|||
Net
loss
|
$ | (2,847 | ) | |
Net
loss per common share – basic and diluted
|
$ |
-
|
||
Weighted
average of common shares – basic and diluted
|
3,000,000
|
Deficit
|
||||||||||||||||||||
Common
Stock
|
Accumulated
|
|||||||||||||||||||
Number
of
Shares
|
Amount
|
Additional
Paid-In
Capital
|
During
Development Stage
|
Total
Stockholders’ Equity
|
||||||||||||||||
Balance,
December 4, 2006
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
|||||||||||
Issuance of common stock, | ||||||||||||||||||||
December
5, 2006
|
3,000,000
|
3,000
|
12,000
|
-
|
15,000
|
|||||||||||||||
Additional paid-in capital in exchange | ||||||||||||||||||||
for
facilities provided by related party
|
-
|
-
|
150
|
-
|
150
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
(2,847 | ) | (2,847 | ) | |||||||||||||
Balance,
December 31, 2006
|
3,000,000
|
$ |
3,000
|
$ |
12,150
|
$ | (2,847 | ) | $ |
12,303
|
Cash
flows from operating activities:
|
||||
Net
loss
|
$ | (2,847 | ) | |
Adjustments
to reconcile net loss to net cash provided by
|
||||
(used
in) operating activities:
|
||||
Cost
of facilities provided by related party
|
150
|
|||
Changes
in operating assets and liabilities:
|
||||
Increase
in accounts payable and accrued expenses
|
1,294
|
|||
Net
cash used in operating activities
|
(1,403 | ) | ||
Cash
flows from investing activities:
|
||||
Investment
in real property
|
(57,500 | ) | ||
Net
cash used in investing activities
|
(57,500 | ) | ||
Cash
flows from financing activities:
|
||||
Proceeds
from issuance of common stock
|
15,000
|
|||
Proceeds
from stockholder loans
|
90,000
|
|||
Net
cash provided by financing activities
|
105,000
|
|||
Net
increase in cash
|
46,097
|
|||
Cash,
beginning of period
|
-
|
|||
Cash,
end of period
|
$ |
46,097
|
||
Supplemental
disclosure of cash flow information:
|
||||
Income
taxes paid
|
$ |
-
|
||
Interest
paid
|
$ |
-
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
1.
|
NATURE
OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Federal
loss carryforward (@ 15%)
|
$ |
420
|
||
Less:
valuation allowance
|
(420 | ) | ||
Net
deferred tax asset
|
$ |
-
|