Attached files
The financial statements of Studio II Brands, Inc. (the "Company"), a Florida corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K, and all amendments thereto, for the fiscal period ended March 31, 2010.
STUDIO II BRANDS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
PERIOD ENDED DECEMBER 31, 2010
INDEX TO FINANCIAL STATEMENTS: | Page |
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Balance Sheet | 2 |
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Statements of Operations | 3 |
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Statements of Stockholders Equity (Deficit) | 4-5 |
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Statements of Cash Flows | 6-7 |
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Notes to Unaudited Financial Statements | 8-11 |
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Studio II Brands, Inc. | |||||
(A Development Stage Company) | |||||
BALANCE SHEET | |||||
As of December 31, 2010 and Mar 31, 2010 | |||||
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| Unaudited | Audited | |
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| December 31, | March 31, | |
ASSETS |
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| 2010 | 2010 | |
CURRENTS ASSETS |
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Cash |
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| $ 5,863 | $ - | |
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TOTAL ASSETS |
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| $ 5,863 | $ - | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
CURRENT LIABILITIES |
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Accrued Expenses |
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| $ 4,676 | $ 5,470 | |
Payable to Stockholder |
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| 127,012 | 94,669 | |
TOTAL CURRENT LIABILITIES |
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| 131,688 | 100,139 | |
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TOTAL LIABILITIES |
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| $ 131,688 | $ 100,139 | |
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STOCKHOLDERS' DEFICIT |
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Common Stock (100,000,000 shares authorized; Par value .001; |
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9,608,176 shares issued and outstanding at December 31, 2010 |
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3,745,676 shares issued and outstanding at March 31, 2010) | 9,609 | 3,746 | |||
Additional paid in capital |
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| 42,486 | 42,486 | |
Deficit accumulated during the development stage |
| (177,920) | (146,371) | ||
TOTAL STOCKHOLDERS' DEFICIT |
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| (125,825) | (100,139) | |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 5,863 | $ 0 | |||
The accompanying notes are an integral part of these Financial statements. |
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Studio II Brands, Inc. | ||||||||
(A Development Stage Company) | ||||||||
STATEMENT OF OPERATIONS | ||||||||
For the Period May 6, 1996 (Inception) through December 31, 2010 | ||||||||
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| For the Three Months Ended December 31, 2010 | For the Three Months Ended December 31, 2009 | For the Nine Months Ended December 31, 2010 | For the Nine Months Ended December 31, 2009 | Cumulative Amount from May 6, 1996 (inception) to December 31, 2010 | |||
REVENUES |
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Sales | $- | $- | $- | $- | $- | |||
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OPERATING EXPENSES |
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Administrative and General | 22,781 | 6,894 | 31,549 | 29,126 | 177,920 | |||
TOTAL OPERATING EXPENSES | 22,781 | 6,894 | 31,549 | 29,126 | 177,920 | |||
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NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES | (22,781) | (6,894) | (31,549) | (29,126) | (177,920) | |||
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PROVISION FOR INCOME TAXES | - | - | - | - | - | |||
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NET INCOME (LOSS) | $ (22,781) | $(6,894) | $(31,549) | $(29,126) | $(177,920) | |||
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Net Loss Per Common Share | ** | ** | ** | ** |
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Basic and fully diluted | ** Less than .01 |
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WEIGHTED AVERAGE SHARES OUTSTANDING | 6,422,035 | 3,745,676 | 4,641,040 | 3,745,676 |
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The accompanying notes are an integral part of financial statements |
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Studio II Brands Inc. | |||||
(A Development Stage Company) | |||||
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) | |||||
For the Period May 6, 1996 (Inception) through December 31, 2010 | |||||
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| Common Stock | Additional | Retained | Total | |
Par Value of $0.001 |
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Balance at May 6, 1996 (date of inception) | $ - | $ - | $ - | $ - | $ - |
Net loss for the period | - | - | - | (1,500) | (1,500) |
Balance December 31, 1996 | - | - | - | (1,500) | (1,500) |
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Net loss for the year | - | - | - | (12,930) | (12,930) |
Balance December 31, 1997 | - | - | - | (14,430) | (14,430) |
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Common stock issued for cash | 273,750 | 274 | 28,580 | - | 28,854 |
Net loss for the year | - | - | - | (13,835) | (13,835) |
Balance December 31, 1998 | 273,750 | 274 | 28,580 | (28,265) | 589 |
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Common stock issued for cash | 84,500 | 85 | 2,065 | - | 2,150 |
Net loss for the year | - | - | - | (3,940) | (3,940) |
Balance December 31, 1999 | 358,250 | 359 | 30,645 | (32,205) | (1,201) |
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Common stock issued for cash | 2,706,626 | 2,706 | 3,870 |
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6,576 |
Net loss for the year | - | - | - | (5,727) | (5,727) |
Balance December 31, 2000 | 3,064,876 | 3,065 | 34,515 | (37,932) | (352) |
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Common stock issued for cash | 78,800 | 79 | 5,369 | - | 5,448 |
Net loss for the year | - | - | - | (3,061) | (3,061) |
Balance December 31, 2001 | 3,143,676 | 3,144 | 39,884 | (40,993) | 2,035 |
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Common stock issued for cash | 602,000 | 602 | 2,602 | - | 3,204 |
Net loss for the year | - | - | - | (2,884) | (2,884) |
Balance December 31, 2002 | 3,745,676 | 3,746 | 42,486 | (43,877) | 2,355 |
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Net loss for the year | - | - | - | (3,716) | (3,716) |
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Balance December 31, 2003 | 3,745,676 | 3,746 | 42,486 | (47,593) | (1,361) |
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Net loss for the year | - | - | - | (6,500) | (6,500) |
Balance December 31, 2004 | 3,745,676 | 3,746 | 42,486 | (54,093) | (7,861) |
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Net loss for the year | - | - | - | (5,350) | (5,350) |
Balance December 31, 2005 | 3,745,676 | 3,746 | 42,486 | (59,443) | (13,211) |
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Net loss for the year | - | - | - | (200) | (200) |
Balance December 31, 2006 | 3,745,676 | 3,746 | 42,486 | (59,643) | (13,411) |
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Net loss for the year | - | - | - | (260) | (260) |
Balance December 31, 2007 | 3,745,676 | 3,746 | 42,486 | (59,903) | (13,671) |
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Net loss for the period | - | - | - | (19,310) | (19,310) |
Balance March 31, 2008 | 3,745,676 | 3,746 | 42,486 | (79,213) | (32,981) |
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Net loss for the year | - | - | - | (29,150) | (29,150) |
Balance March 31, 2009 | 3,745,676 | 3,746 | 42,486 | (108,363) | (62,131) |
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Net loss for the year | - | - | - | (38,008) | (38,008) |
Balance March 31, 2010 | 3,745,676 | 3,746 | 42,486 | (146,371) | (100,139) |
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Net loss for the period | - | - | - | (1,887) | (1,887) |
Balance June 30, 2010 | 3,745,676 | 3,746 | 42,486 | (148,258) | (102,026) |
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Net loss for the period | - | - | - | (6,881) | (6,881) |
Balance Sep 30, 2010 | 3,745,676 | 3,746 | 42,486 | (155,139) | (108,907) |
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Share issued for cash at Nov 19, 2010 | 5,862,500 | 5,863 |
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Net loss for the period | - | - | - | (22,781) | (22,781) |
Balance Dec 31, 2010 | 9,608,176 | 9,609 | 42,486 | (177,920) | (125,825) |
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The accompanying notes are an integral part of these financial statements. |
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Studio II Brands Inc. | ||||||||||
(A Development Stage Company) | ||||||||||
STATEMENT OF CASH FLOWS | ||||||||||
For the Period May 6, 1996 (Inception) through December 31, 2010 | ||||||||||
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| For the Nine Months Ended December 31, 2010 | For the Nine Months Ended December 31, 2009 | Cumulative Amount from May 6, 1996 (inception) to December 31, 2010 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
| $ (31,549) | $ (29,126) | $ (177,920) | ||||||
Accrued expenses |
| (794) | (5,813) | 4,676 | ||||||
NET CASH USED IN OPERATING ACTIVITIES | (32,343) | (34,939) | (173,244) | |||||||
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CASH FLOWS FROM INVESTING ACTIVITIES | - |
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CASH FLOWS FROM FINANCING ACTIVITIES | - |
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Increase in payable to stockholder |
| 32,343 | 34,939 | 127,012 | ||||||
Issuance of common stock |
| - | - | 46,232 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 32,343 | 34,939 | 173,244 | |||||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | - | - | - | |||||||
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CASH AND CASH EQUIVALENTS |
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Beginning of Year |
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End of Year |
| $ 5,863 | $ - | $ 5,863 |
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
| $ - | $ | $ - | ||||||
Cash paid for income taxes |
| $ - | $ - | $ - | ||||||
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The accompanying notes are an integral part of these financial statements. |
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NOTE 1 ORGANIZATION
Studio II Brands, Inc. (a development stage enterprise) (the Company) was formed on May 6, 1996 in the State of Florida. The Companys activities to date have been primarily directed towards the raising of capital and seeking business opportunities.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Accounting Standards Codification (ASC) 915 Development Stage Entities, which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity/(deficit) and cash flows disclose activity since the date of the Company's inception. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Accounting Method
The Company's financial statements are prepared using the accrual method of accounting.
Income Taxes
Income taxes are provided for using the liability method of accounting in accordance with ASC 740 Income Taxes, which includes SFAS No. 109 "Accounting for Income Taxes," which is clarified by FASB Interpretation ("FIN") 48, "Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended December 31, 2010.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
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Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.
Basic Loss per Common Share
Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at December 31, 2010 and December 31, 2009 for purposes of computing fully diluted earnings per share.
Share-Based Payments
The Company adopted Statement of Financial Accounting standards (SFAS) No. 123 (Revised December 2004), Share-Based Payment (SFAS No. 123R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options, employee stock purchases related to an employee stock purchase plan and restricted stock units based on estimated fair values of the awards over the requisite employee service period. SFAS No. 123R is now included in ASC 718 Compensation Stock Compensation. SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees, which the company previously followed in accounting for stock-base awards. In March 2005, the SEC issued Staff Bulletin No. 107(SAB No. 107), to provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its adoption of SFAS No. 123R.
Under SFAS No. 123R, stock-base compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees requisite service period. The Company adopted the provisions of SFAS 123R in its fiscal year ended December 31, 2006, using the modified prospective application method. The valuation provisions of SFAS 123R apply to new awards and to awards that are outstanding on the effective date (or date of adoption) and subsequently modified or cancelled; prior periods are not revised for comparative purposes. Estimated compensation expense for awards outstanding on the effective date will be recognized over the remaining service period using the
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compensation cost calculated for pro forma disclosure under FASB Statement No. 123, Accounting for Stock-Based Compensation.
Fair value of Financial Instruments
Financial instruments consist principally of cash, trade and related party payables, accrued liabilities, short-term obligations and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
Related Parties
Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.
Recently Issued Accounting Pronouncements
The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
Subsequent Events
As described in the Current Report on Form 8-K dated February 10, 2011, on February 10 2011, the Company entered into a Share Exchange Agreement (the Exchange Agreement) with Hippo Lace Limited (HLL), a British Virgin Islands corporation. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire all of the issued and outstanding shares of common stock in HLL, in exchange for the issuance of an aggregate of 2,291,100 shares of the Companys common stock to the shareholders of HLL. Closing of the exchange transaction under the terms of the Exchange Agreement was completed on February 10, 2011. As a result of closing of the share exchange transaction, the Company acquired HLL and its wholly-owned subsidiary, Legend Sun Limited, a Hong Kong corporation, both of which became wholly-owned subsidiaries of the Company.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not
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established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
NOTE 4 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.
There is no provision for income taxes due to continuing losses. At December 31, 2010, the Company has net operating loss carryforwards for tax purposes of approximately $178,000, which expire through 2030. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.
NOTE 5 RELATED PARTY TRANSACTIONS
A shareholder of the Company named Cheung Ming has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the aforesaid shareholder at December 31, 2010 and March 31, 2010 was $127,012 and $94,669, respectively.
The Company does not lease or rent any property. It does however maintain a mailing address that is provided without charge by an officer / shareholder. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.
NOTE 6 EQUITY TRANSACTIONS
On November 19, 2010, the Board of Director of the Company approved to issue a total of 5,862,500 shares of the Company at par value to certain directors, executive officer and persons.
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