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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-K

AMENDMENT NO. 1


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2011


 


OR


 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________


SECURE NetCheckIn Inc.

(Name of Registrant in its Charter)


Nevada

333-173172

27-3729742

(State or Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


13118 Lamar Ave

Overland Park, KS 66209

(Address of Principal Executive Offices)


Registrants telephone number, including area code: 913.945.1290


Securities registered pursuant to Section 12(b) of the Act:


Common Stock

 

Outstanding Shares at  January 9, 2013

Common Stock, par value $.001 per share

 

3,305,000


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes  [ X ] No



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes  [ X ] No



Indicate by check mark whether the registrant (1) has 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.

[ X ] Yes  [  ] No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ X ] Yes  [  ] No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 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.

[ X ] Yes  [ ] No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-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 smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes  [X] No



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:

$39,000


Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨  No ¨


Documents Incorporated by Reference


List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None



TABLE OF CONTENTS

PART I



 

Item 1  

Business

2

 

Item 1A

Risk Factors

2

 

Item 2

Properties

4

 

Item 3

Legal Proceedings

4

 

Item 4

Submission of Matters to a Vote of Security Holders

4

 

PART II



 

Item 5

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5

 

Item 6

Selected Financial Data

5

 

Item 7

Managements Discussion and Analysis of Financial Condition and Results of Operations

5

 

Item 8

Financial Statements

6

 

Item 9

Changes in and Disagreement with Accountants on Accounting and Financing Disclosure

6

 

Item 9A

Controls and Procedures

6

 

Item 9B

Other Information.


 

PART III



 

Item 10

Directors and Executive Officers

7

 

Item 11

Executive Compensation

8

 

Item 12

Security Ownership of Certain Beneficial Owners and Management

8

 

Item 13

Certain Relationships and Related Transactions

8

 

Item 14

Principal Accounting Fees and Services

8

 

PART IV



 

Item 15

Exhibits

9

 

Signatures

10

 





EXPLANATORY NOTE - AMENDMENT

 

This Amendment No. 1 on Form 10-K/A is being filed to restate the Companys financial statements to the Annual Report on Form 10-K for the period ended December 31, 2011 of SECURE NetCheckIn Inc. (the Company) filed with the Securities and Exchange Commission on April 2, 2012 (the Original Form 10-K). In addition, the Amendment No. 1 is being filed to (i) revise Item 1. Business to make a correction showing that there is more than one officer and director; (ii) revise Item 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; (iii): revise Item 7 Managements Discussion and Analysis of Financial Conditions and Results of Operations to reflect changes in the balance sheet data and to correct the number of outstanding shares sold in its offering to 205,000; (iv) revise Item 9A Control and Procedures. This Form 10-K/A is also being filed to amend Item 15 to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files in accordance with Rule 401(a)(2) of Regulation S-T. Exhibit 101 to this Form 10-K/A includes the following information formatted in XBRL: (1) Balance Sheets; (2) Statement of Operations; (3) Statement of Stockholders Income (Loss); (4) Statement of Cash Flow; and (5) Notes to Financial Statements.


When it filed the Original Form 10-K, the Company filed unaudited financial statements that were not audited by its independent auditor.  The Company changed independent auditors in the third quarter of 2012. Tarvaran, Askelson & Company LLP (TAC) was appointed as the Companys independent auditor. TAC was retained to audit the financial statements for the year ended December 31, 2011. We were advised by TAC that there were errors in the original unaudited financial statements filed for the year ended December 31, 2011. Accordingly, the Companys management determined that it needed to amend the Original Form 10-K so that it could provide audited financial statements for the period ended December 31, 2011.

 

No other changes have been made to the Original Form 10-K, and this Form 10-K/A does not reflect any subsequent events occurring after the filing date of the Original Form 10-K or modify or update any other disclosures made in the Original Form 10-K. In addition, currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of Sarbanes-Oxley Act of 2002, are attached to this First Amendments as Exhibits 31.1, 31.2, 32.1 and 32.2.


PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that look to future events and consist of, among other things, statements about our anticipated future income including the amount and mix of revenue among type of product, category of customer, geographic region and distribution method and our anticipated future expenses and tax rates. Forward-looking statements include our business strategies and objectives and include statements about the expected benefits of our strategic alliances and acquisitions, our plans for the integration of acquired businesses, our continued investment in complementary businesses, products and technologies, our expectations regarding product acceptance, product and pricing competition, cash requirements and the amounts and uses of cash and working capital that we expect to generate and statements including such words as may, believe, plan, expect, anticipate, could, estimate, predict, goals, continue, project, and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks, uncertainties and assumptions that are difficult to predict, including those identified below in Item 1A, Risk Factors as well as in Item 1, Business and Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K. Therefore, our actual results may differ materially and adversely from those expressed in any forward-looking statements. We cannot assume responsibility for the accuracy and completeness of forward-looking statements, and we undertake no obligation to revise or update publicly any forward-looking statements for any reason.


Item 1. Business


SECURE NetCheckIn Inc. was incorporated under the laws of the state of Nevada on October 12, 2010. The Company's principal offices are located at 13118 Lamar Ave, Overland Park, KS 66209. Our telephone number there is 913.945.1290. We are in the process of developing and improving our website at www.securenetcheckin.com.


The Company owns and is continuing to improve and develop a product that allows physician practices, healthcare centers, urgent care centers (collectively, Healthcare Centers) and their clients to manage appointments and client information online using a web-based portal.  From its inception through the date of this registration, the Company has beta-tested its product at a local urgent care facility where approximately 1,657 unique users have signed up and used the system as of December 2011.  


The Company offers a web-based back office system for Healthcare Centers which allows the office staff or physician to modify the schedule based on the physicians availability.  Should the office fall behind, the system automatically notifies all future appointments of the delay.  Patients have the ability to know exactly when they will be seen without waiting.  In addition, information entered by the patient such as personal history and insurance information can integrated into and made part of the patients records.  Next phases of product development would integrate these records into other electronic medical record (EMR) systems.  


The Company registered its common stock on a Form S-1 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(b) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-K and annual reports Form 10-K.


As of December 31, 2011, the Company had not generated revenues and had no income or cash flows from operations since inception.


The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholder, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable.


Item 1A. Risk Factors.


IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.


2

We have limited resources and no revenues from operations and will need additional financing in order to execute any business plan.


We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the Company's business model is more fully executed and we cannot ascertain our full capital requirements until such time.


If we do not obtain additional financing, our business will fail.


Our business plan calls for ongoing expenses in connection with the development of the business of the Company. We have not generated any revenue from operations to date. We may not be able to implement our business plan without obtaining additional financing. If this financing is not available or obtainable, investors may lose a substantial portion or all of their investment. If adequate funds are not available to satisfy our immediate or intermediate capital requirements, we will limit our operations significantly. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. The most likely source of future funds presently available to us is through the sale of additional shares of common stock, which could result in dilution to existing shareholders and their interest may be subordinate to the rights and preferences of the holders of new equity shares.


The Company has a lack of profit and uncertain profit outlook.


The Company has no history in operating its business on which to evaluate the Company and its prospects. If customers do not adopt the Companys products and services due to the Companys operating history, the Companys profits will be significantly and negatively affected. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered in this context.


There may be conflicts of interest between our management and non-management stockholders.


Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal pecuniary interest and their fiduciary duty to our stockholders. We cannot assure you that conflicts of interest among us, our management and our stockholders will not develop.


If the Company does not generate sales in a timely manner, the Company may run out of cash.


The Companys business plan is dependent on sales.  We have limited marketing and sales resources, so the Company cannot determine with any certainty when it will generate revenue.  The Company will hire staff and incur recurring expenses and plans to increase staffing and expense levels in anticipation of revenues assuming proceeds from this Offering make such expenditures feasible. In the event that revenues do not occur in a timely manner, the Company will need to dramatically reduce costs and may run out of cash.


If the market chooses to buy competitive products and services, the Company will not be financially viable.


Although the Company believes that its products will be of commercial usefulness, there is no verification by the marketplace that the Companys products and services will be purchased by customers. If the market chooses to buy competitive products and services, it may be more difficult for the Company to be profitable and the Company's business would be substantially harmed. The Company believes that the purchase of its products is also highly dependent on perceptions of risk, financial viability of the Company, ability to provide related services and support, and other factors including brand perception, references, and commercial linkage between these sales and other products and services. If the Company is not able to manage these perceptions, it may not be able to meet its forecasts and projections.


The Companys competitors are larger and have greater resources, giving them the ability to utilize commercial practices that prevent customers from buying the Companys products and services.


The Company's competitors are other software development companies, especially those that are focused on offering electronic medical record solutions such as Cerner.  Many of our competitors are larger and have resources greater than those of the Company; therefore, there can be no assurance that potential customers will buy from the Company, as opposed to the Company's competitors. If potential customers do not buy from the Company, the Company's business would be significantly harmed. Competitors may also have greater leverage and stronger relationships with their customers, as well as the ability to offer lower prices, which could affect the Companys ability to procure customers or cause customers to change vendors.



3


We may be unable to obtain listing of our common stock on a more liquid market.


We have filed our application to be quoted  on the FINRA'S OTC Bulletin Board ("OTCBB"), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on the OTCBB or any automated quotation system or national securities exchange.


The Company must develop a delivery and support infrastructure to be viable in the market.


The Company is in an early stage of development, and if the Company does not develop the necessary infrastructure to support its customers, its business could suffer or fail.  For example, sales and support and the corresponding infrastructure must be put in place to drive revenue.  Failure to put in that system would likely cause the business to fail.


The Companys business plan is highly sensitive to many factors, and thus Company performance is not easily predictable.


Software development is a quickly changing environment and is sensitive to many factors, including competition with larger companies, market demand, research and development expenditures, and the ability to stay competitive in the applicable industry. Given these and other market factors, the Company cannot predict with certainty its short- and long-term performance and profitability. In addition, even if the Company achieves profitability, given these many factors affecting the Companys business, the Company may not be able to maintain profitability in the future.


If the Company does not manage growth effectively, the Companys business could be harmed.


Resource infrastructure and a significant sales plan will be required to realize the Companys growth strategy. Operations growth will place significant demands on the management and other resources of the Company, which demands are likely to continue. To manage future growth, the Company will need to continue to attract, hire and retain highly skilled and motivated officers, managers and employees for:


 

1.

Sales, marketing, business development and customer service;


2.

Technical support, software development and integration;


3.

Operational and financial management; and


4.

Training, integrating and managing the growing employee base.


The Company may not be successful in selecting, managing or expanding its operations and markets or maintaining adequate management, financial and operating systems and controls. The Company may not be able to achieve desired geographic expansion without additional investment.


Experience of management may not be adequate to achieve projections.


While the Companys officers have history in working with growth companies, there is no guarantee that such experience will ensure that the company will reach its projections.  Success in this industry has many factors that our management team cannot control: the general economy; rapid deployment of competitor offerings; ability to protect our intellectual property; and other macroeconomic factors.


Item 2.  Properties


The Company has no properties and at this time has no agreements to acquire any properties. The Company has office space, without charge, provided by the companys officers, Brandi L. DeFoor and Mark W. DeFoor. We intend to use these facilities for the time being until we feel we have outgrown them.


Item 3.  Legal Proceedings


There is no litigation pending or threatened by or against the Company.


Item 4.  Submission of Matters to a Vote of Security Holders.


On October 24, 2011, the Company held a special shareholders meeting where Mark W. DeFoor was elected as a director of the Company.


4

PART II


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


There is currently no public market for the Company's securities. The Company is currently in the process of applying for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible. As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board.


As of December 31, 2011, there were 39 shareholders of record of our common stock.  The Company has not paid any dividends and does intend to declare or pay any cash dividends in the foreseeable future.


The Company has retained vStock Transfer, LLC of 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 as its transfer agent.


Item 6. Selected Financial Data.


There is no selected financial data required to be filed for a smaller reporting company.


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


Revenue. The Company is not currently generating revenues. As of December 31, 2011, the Company had not generated revenues and had no income or cash flows from operations since inception. The Company is currently focusing on generating revenue by driving traffic to its website and by having its officers drive sales through their network of business contacts.


Property and Equipment. The Company currently owns no equipment.


Total Expenses. The Company incurred operating expenses for the year ended December 31, 2011, in the amount of $12,607.


Net Income (Loss). The Company incurred losses for the year ended December 31, 2011, in the amount of ($12,607).


Off Balance Sheet Arrangements. We do not have any off balance sheet arrangements as of December 31, 2011.


In 2011, the Company exchanged 205,000 shares of its common stock for non-interest bearing receivables equal to $41,000.


Balance Sheet Data

12/31/11

12/31/10

Cash

$53

$79

Total assets

$40,548

$10,008

Total liabilities

$6,760

$6,760

Shareholders Equity

$33,788

$3,248


The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholder, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.


Critical Accounting 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.





5





Effect of Recently Issued Accounting Pronouncements


In accordance with the reporting requirements of SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts payable and credit cards payable approximate their carrying amounts due to the short maturity of these instruments. At December 31, 2010, the Company did not have any other financial instruments.


Item 8. Financial Statements and Supplementary Data


The audited financial statements for the year ended December 31, 2011 and 2010 are attached hereto beginning on Page 12.


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


There were no changes in or disagreements with accountants on accounting and financial disclosure for the period covered by this report.


Item 9A.  Controls and Procedures


Under the supervision and with the participation of our management, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in an Internal Control Integrated Framework. The weaknesses in internal control over financial reporting existed as of September 30, 2011 because of the lack of segregation of duties because the Company has one officer and one director.


We identified the following material weaknesses in our internal control over financial reporting as of December 31, 2011. The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are no employees and only two officers with management functions and therefore there is lack of segregation of duties. In addition, the Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The material weaknesses noted above did not have any significant impact on our operations given the historically limited number of transactions, the current lack of revenue and the high level of oversight by our outside auditors. Our historical financial statements are scrutinized by our board of directors and are discussed with our outside auditors prior to each filing.  Although the Company believes that its current financial staff is appropriate for a company of our size and stage of development, the Company may add additional personnel in this area in the future.


Remediation of Material Weaknesses in Internal Control over Financial Reporting


As a small business, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external service providers and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.


The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management's review of key financial documents and records.


As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.


Item 9B. Other Information.  Not applicable


6

PART III


Item 10. Directors, Executive Officers, and Corporate Governance;


The Directors and Officers of the Company are as follows, whose terms expire at such time as their successors shall be elected and qualified, are as follows: :


Name

Age

Offices Held

Business Experience

Brandi L. DeFoor

13108 Lamar Ave

Overland Park, KS 66209

41

CEO and President since October 12, 2010


Secretary from October 12, 2010 through October 24, 2011



Since 2011, Ms. DeFoor has operated The Talento Group, a full service staffing and consulting company. Prior to Talento, Ms. DeFoor operates as an independent consultant assisting companies with technology and operations issues on an ad hoc basis.





Mark W. DeFoor

13108 Lamar Ave

Overland Park, KS 66209

41

Vice President and

Secretary since October 24, 2011.

For the past 20 years, Mr. DeFoor has owned and operated a variety of companies with a focus on improving process through technology. In 2008, Mr. DeFoor took Title Starts Online, Inc. public, and he sold his shares in that company as part of a merger in 2009. Most recently, Mr. DeFoor is defining, building, and implementing a scalable mortgage division of a locally owned community bank.



Management of the Company


The Company has no full time employees. Brandi L. DeFoor and Mark W. DeFoor are the officers and directors of the Company. Ms. DeFoor is the majority stockholder. Ms. DeFoor and Mr. DeFoor will allocate a limited portion of time to the activities of the Company without compensation. Potential conflicts may arise with respect to the limited time commitment by management and the potential demands of the activities of the Company .


There are no agreements or understandings for the officers or directors to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.


Directors are elected to serve until the next annual meeting of stockholders and until their successor has been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.


There are no agreements or understandings for the above-named officers or directors to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor will act at the direction of any other person.


Code of Ethics.


The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has a sole stockholder and who serves as the director and officer. The Company has no operations or business and does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions which would be subject to this code.



7

Corporate Governance.


For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of one stockholder who serves as the corporate directors and officers. the Company has no activities, and receives no revenues. At such time that the Company has additional stockholder and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there is only one stockholder of the Company, there is no established process by which stockholder to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more stockholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors.


Item 11. Executive Compensation


The Company's officers and directors do not receive any compensation for services rendered to the Company, nor have they received such compensation in the past. The officers and directors are not accruing any compensation pursuant to any agreement with the Company.


No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.


The Company does not have a compensation committee for the same reasons as described above.


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


The following table sets forth, as of December 31, 2011, each person known by the Company to be the beneficial owner of five percent or more of the Company's common stock and the director and officer of the Company. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.


Name and Address

Amount of Beneficial Ownership

Percent of Outstanding Stock

Brandi L. DeFoor

13108 Lamar Ave.

Overland Park, KS 66209

3,100,000

93.94%


Brandi L. DeFoor may be deemed to be a parent or promoter of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her direct holdings in the Company.


Item 13. Certain Relationships and Related Transactions and  Director Independence


Brandi L. DeFoor is CEO, president and a director of the company and the sole stockholder. Mark W. DeFoor is Vice President, Secretary and a director of the Company.  The DeFoors provide office space to the Company on a rent-free basis.


Item 14. Principal Accounting Fees and Services.


The Company has no activities, no income and no expenses except for independent audit and Nevada state fees. the Company's president has donated his time in preparation and filing of all state and federal required taxes and reports.


Audit Fees


The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:


Audit related fees as of December 31, 2011:

$3,000


The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.


8




PART IV


Item 15. Exhibits


See Exhibit Index below for exhibits required by Item 601 of regulation S-K.


Exhibit Index


Exhibit Number

Description

10.1

Form 8-K/A Item 4.01. Changes in registrants certifying accountant.(1)

10.2

Form 8-K Item 40.01. Changes in registrants certifying accountant.(2)

23.1

Report of Independent Accounting Firm(3)

23.1

Report of Independent Accounting Firm(3)

31.1

Chief Executive Officer Certification under Section 302 of Sarbanes-Oxley Act of 2002(3)

31.2

Chief Financial Officer Certification under Section 302 of Sarbanes-Oxley Act of 2002(3)

32.1

Chief Executive Officer Certification under Section 906 of Sarbanes-Oxley Act 2002(3)

32.2

Chief Financial Officer Certification under Section 906 of Sarbanes-Oxley Act 2002(3)

101

The following materials from the Companys Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Changes in Stockholders Income (Loss) (iv) Statements of Cash Flows, and (v) Notes to Financial Statements.(3)



(1)

Filed as an exhibit to the current report on Form 8K, dated October 9, 2012, and incorporated herein by reference.

(2)

Filed as an exhibit to the current report on Form8-K, filed on October 3, 2012, and incorporated herein by reference.

(3)

Filed herewith.











9




SIGNATURE

 

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

 

 

SECURE NetCheckIn Inc.

 

 

 

 

 

 

Dated: January 10, 2013

By:

 /s/ Brandi L. DeFoor

 

 

Brandi L. DeFoor

 

 

Chief Executive Officer, President and Director

 

Dated: January 10, 2013

By:

 /s/ Mark W. DeFoor

 

 

Mark W. DeFoor

 

 

Chief Financial Officer, Secretary and Director

`




10


 


 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of SECURE NetCheckIn Inc.

(A Development Stage Company)

Overland Park, KS 66209


We have audited the accompanying balance sheet of SECURE NetCheckIn Inc.  (a development stage company) as of December 31, 2011, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the year then ended, and for the period from October 12, 2010 (inception) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the year ended December 31, 2010 were audited by other auditors whose report dated March 28, 2011 expressed an unqualified opinion on those financial statements with an explanatory paragraph describing conditions that raised substantial doubt as to the Company's ability to continue as a going concern as discussed in Note 3 to the financial statements.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SECURE NetCheckIn Inc.  (a development stage company) as of December 31, 2011, and the results of their operations and their cash flows for the year then ended, and for the period from October 12, 2010 (inception) to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed further in Note 3, the Company has incurred significant losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Tarvaran Askelson & Company, LLP


Laguna Niguel, California

January 7, 2013


To the Board of Directors and Shareholders

SECURE NetCheckIn Inc.

Overland Park, Kansas


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the balance sheet of SECURE NetCheckIn Inc. (the Company) (A Development Stage Company) as of December 31, 2010 and the related statements of operations, changes in stockholders equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010.  The Companys management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  Our audit of the financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SECURE NetCheckIn Inc. as of December 31, 2010, and the results of its operations, changes in stockholders equity, and cash flows for the period from October 12, 2010 (inception) to December 31, 2010 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 3 to the financial statements, the Company has suffered a loss from operations and is dependent upon the continued sale of its securities or obtaining debt financing for funds to meet its cash requirements. These factors raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Weaver & Martin, LLC.

Kansas City, Missouri

March 28, 2011






Item 8. Financial Statements


SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

DECEMBER 31, 2011 AND DECEMBER 31, 2010




December 31, 2011

(Restated-see Note 1)



December 31, 2010

ASSETS






CURRENT ASSETS






Cash

$

53


$

79

Subscriptions Receivable, net


40,000



-

Deferred offering costs


-



6,760

Property and equipment


495



3,169

 Total current assets


40,548



10,008







TOTAL ASSETS

$

40,548


$

10,008







LIABILITIES AND STOCKHOLDERS EQUITY





 






 

CURRENT LIABILITIES





 

Accounts Payable

$

6,760


$

6,760

Total current liabilities


6,760



6,760

 





 

TOTAL LIABILITIES


6,670



6,670 

 





 

STOCKHOLDERS' EQUITY (DEFICIT)





 

Preferred stock, $0.001 par value, authorized: 75,000,000 shares. Zero and Zero Shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively.


-



-

Common stock, $0.001 par value, authorized: 425,000,000 shares. 3,305,000 and 3,100,000 Shares issued and outstanding as of December 31, 2011 and December 31, 2010, respectively.


3,305



3,100

Additional Paid in Capital


43,110



169

Accumulated deficit

$

(12,627)


$

(21)

Total stockholders equity (deficit)


33,788



3,248







TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

40,548


$

10,008


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




SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010





FOR THE YEAR ENDED DECEMBER 31, 2011

(Restated see Note 1)



FOR THE YEAR ENDED DECEMBER 31, 2010


FOR THE PERIOD OCTOBER 12, 2010 (Inception) THROUGH DECEMBER 31, 2011

(Restated see Note 1)

REVENUE

$

-


$

-

$

-

 








COST OF GOOD SOLD


-



-


-









GROSS PROFIT


-



-


-









OPRATING EXPENSES








 General and Administrative


12,607



21


12,627









TOTAL OPERATING EXPENSES


12,607



21


12,627









NET LOSS BEFORE INCOME TAXES


12,607



21


12,627









INCOME TAX (BENEFIT) EXPENSE


-



-


-









NET INCOME (LOSS)

$

(12,607)


$

(21)

$

(12,627)









WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


3,156,202



3,100,000











BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE


(0)



(0)




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





SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011




Common Stock


Preferred Stock


Additional Paid-In Capital


Accumulated Deficit


Total Stockholders Equity (Deficit)



Shares


Par Value


Shares


Par Value







Balance - October 12, 2010


-

$

-


-

$

-


$

-


$

-


$

-



















Common shares issued-founder for property and equipment


3,100,000


3,100


-


-



-



-



3,100



















Additional paid in capital by founder


-


-


-


-



169



-



169



















Net Income (Loss)


-


-


-


-



-



(21)



(21)



















Balance

December 31, 2010


3,100,000


3,100


-


-



169



(21)



3,248



















Additional paid-in capital by founder


-


-


-


-



2,146



-



2,146



















Issuance of common stock


205,000


205







40,795



-



41,000



















Net Income (Loss)








-



-



(12,607)



(12,607)



















Balance

December 31, 2011


3,305,000

$

3,305


-

$

-


$

43,110


$

(12,627)


$

33,788



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




SECURE NETCHECKIN INC.

(A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

AND FOR THE PERIOD OCTOBER 22, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


 

 

 

 

 

FOR THE YEAR

ENDED

DECEMBER 31, 2011

(Restated-See Note 1)



FOR THE YEAR ENDED DECEMBER 310, 2010


FOR THE PERIOD FROM

OCTOBER 12, 2010

(INCEPTION) TO

DECEMBER 31, 2011

(Restated-See Note 1)

CASH FLOWS FROM OPERATING ACTIVITIES:









Net Income (Loss)

$

(12,607)


$

(21)


$

(12,627)

Adjustments to reconcile net income (loss) to net cash used in operating activities:









Change in assets and liabilities









(Increase) Decrease in deferred offering costs


6,760



(6,760)



6,760

Increase (Decrease) in accounts payable


-



6,760



-

(Increase) Decrease in Subscription Receivable


(41,000)



-



(41,000)

(Increase) Decrease in allowance for Bad Debt-Sub Rev


1,000



-



1,000

(Increase) Decrease in IP software


2,674



-



(495)

Net cash provided by (used in) operating activities


(30,566)



-



(33,735)

 









CASH FLOWS FROM FINANCING ACTIVITIES









Proceeds from sale of stock


205



100



3,305

Additional paid-in capital


42,941



-



43,110

Net cash provided by financing activities


43,146



100



46,415

 









NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(27)



79



53

 









CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD


79



-



-

 









CASH AND CASH EQUIVALENTS END OF PERIOD

$

53


$

79


$

53

 









SUPPLEMENTAL NON-CASH TRANSACTIONS:









           Intellectual property contributed for stock

$

-


$

3,169


$

-


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



Note 1. Restatement of Unaudited Financial Statements.


Upon recommendation by the Companys management, the board of directors concluded that the Companys unaudited financial statements for the year period ending December 31, 2011 should be changed as a result of the Company engaging a new independent audit firm. The Company is hereby restating the financial statements in the Original Form 10-K to correct the following items listed below. The impact of the corrections of the errors discussed above on the balance sheet, statements of operations, statement of stockholders income (loss), and statement of cash flow, all described in detail below and shown in the accompanying tables.


Balance Sheet Adjustments;


1.

Deferred offering costs decreased ($6,760) from $6,760 to $0 to restate as an expense.

2.

Property and Equipment was decreased ($2,674) from $3,169 to $495 to restate the website hosting portion of the asset to an expense item.

3.

Common stock was decreased ($39,795) from $43,100 to $3,305 to reconcile the common stock and additional paid-in capital allocations of the August 2011 offering and the initial subscription agreement with the founder.

4.

Additional paid-in capital was increased $42,295 from $815 to $43,110 to reconcile the portion of the offering over the par value of the stock.

5.

Accumulated deficit increased by ($11,934) from ($693) to ($12,627) to adjust for the Assets taken as expenses for the period.


The total of these adjustments to the Balance Sheet amounts to a decrease in the restatement of ($9,434).



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF DECEMBER 31, 2011



 






As Originally Presented



 Restated Adjustment



 As Restated

 

CURRENT ASSETS









 


Cash


$

53


$

 (0)


 $

53

 


Subscriptions Receivable, net


 40,000



 -



40,000

 


Deferred offering costs


 6,760



 (6,760)



-

 


Property and equipment


 3,169



 (2,674)



495

 




Total current assets


 49,982



 (9,434)



40,548

 













 

TOTAL ASSETS

$

 49,982


$

 (9,434)


$

40,548

 













 

CURRENT LIABILITIES









 


Accounts payable

$

 6,760


$

 -


$

6,760

 




Total current liabilities


 6,760



 -



 6,760

 













 

TOTAL LIABILITIES


 6,760



 -



 6,760

 













 

STOCKHOLDERS' EQUITY (DEFICIT)









 


Preferred stock


 -



 -



 -

 


Common stock


 43,100



 (39,795)



3,305

 


Additional paid-in capital


 815



 42,295



43,110

 


Accumulated deficit


 (693)



 (11,934)



 (12,627)

 




Total stockholders' equity (deficit)


 43,222



 (9,434)



 33,788

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

 49,982


$

 (9,434)


 $

 40,548

 



Statement of Operations Adjustments


1.

Edgarization Expense was decreased ($546) from $546 to $0. This expense line item was adjusted to be included in the General and Administration line item.

2.

Bank Charges was decreased ($127) from $127 to $0. This expense line item was adjusted so that it could be include in the General and Administration line item.

3.

General & Administration was increased $12,607 from $0 to $12,607 to include the line items of Edgarization expense, Bank charges, Deferred offering costs, and Property and equipment.

4.

The Weighted average number of shares outstanding decreased (143,798) from 3,300,000 to 3,156,202 to adjust for the shares issued during the August 2011 offering.

5.

The adjustments to the Statement of Operations increased the Net Loss ($11,934) from ($673) to ($12,607).


SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

 STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011














 







 As Originally Stated



 Restated Adjustment



 As Stated

 














 


REVENUE





$

 -


$

 -


   $

 -

 














 


COST OF GOOD SOLD



-



 -



 -

 














 


GROSS PROFIT



 -



 -



 -

 














 


OPERATING EXPENSES









 -

 



Edgarization expense



546



 (546)



 -

 



Bank charges



127



 (127)



 -

 



General and Administrative



-



 12,607



 12,607

 


TOTAL OPERATING EXPENSES



673



 11,934



 12,607

 







 



 



 

 


NET LOSS BEFORE INCOME TAXES



673



 11,934



 12,607

 


INCOME TAX (BENEFIT) EXPENSE



-



 -



 -

 














 


NET INCOME (LOSS)


$

(673)


$

 (11,934)


$

 (12,607)

 














 


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING



3,300,000



 (143,798)



 3,156,202

 














 


BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE


$

(0)


$

(0)


$

 (0)

 


Statement of Stockholders Income (Loss) Adjustments


1.

Additional paid-in capital increased $1,500 from $646 to $2,146 to adjust for an increase.

2.

Issuance of Common Stock was increased $1,000 from $40,000 to $41,000 to adjust for 5,000 shares that had not been included on the stock register correctly.

3.

Net Income (loss) was increased by ($11,934) from ($673) to ($12,607) to adjust for the Assets taken as expenses for the period.



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


As Originally Stated










Common Stock


Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders Equity (Deficit)



Shares


Par Value


Shares


Par Value




Balance - October 12, 2010


-

$

-


-

$

-


-

$

-

$

-

 
















 

Common Shares issued-founder for property and equipment


3,100,000


3,100


-


-


-


-


3,100

 
















 

Additional paid in capital by founder


-


-


-


-


169


-


169

 
















 

Net Income (Loss)


-


-


-


-


-


(21)


(21)

 
















 

Balance

December 31, 2010


3,100,000


3,100


-


-


169


(21)


3,248

 
















 

Additional paid-in capital by founder


-


-


-


-


646




646

 
















 

Issuance of common stock


200,000


40,000






-




40,000

 
















 

Net Income (Loss)












(673)


(673)

 
















 

Balance

December 31, 2011


3,300,000

$

43,100



$


$

815

$

(694)

$

43,221

 
















 



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


Restatement Adjustment










Common Stock


Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders Equity (Deficit)



Shares


Par Value


Shares


Par Value




Balance - October 12, 2010


-

$

-


-

$

-


-

$

-

$

-

 
















 

Common Shares issued-founder for property and equipment


-


-


-


-


-


-


-

 
















 

Additional paid in capital by founder


-


-


-


-


-


-


-

 
















 

Net Income (Loss)


-


-


-


-


-


-


-

 
















 

Balance

December 31, 2010


-


-


-


-


-


-


-

 
















 

Additional paid-in capital by founder


-


-


-


-


1,500




1,500

 
















 

Issuance of common stock


5,000


(39,795)






40,795




1,000

 
















 

Net Income (Loss)












(11,934)


(11,934)

 
















 

Balance

December 31, 2011


5,000

$

(39,795)



$


$

42,295

$

(11,934)

$

(9,434)

 
















 



SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' INCOME (LOSS)

FOR THE PERIOD OCTOBER 12, 2010 (INCEPTION) THROUGH DECEMBER 31, 2011


As Restated










Common Stock


Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders Equity (Deficit)



Shares


Par Value


Shares


Par Value



















 

Balance - October 12, 2010


-

$

-


-

$

-

$

-

$

-

$

-

 
















 

Common shares issued-founder for property and equipment


3,100,000


3,100


-


-


-


-


3,100

 
















 

Additional paid in capital by founder


-




-


-


169




169

 
















 

Net Income (Loss)


-




-


-




(21)


(21)

 
















 

Balance

December 31, 2010


3,100,000


3,100


-


-


169


(21)


3,248

 
















 

Additional paid-in capital by founder


-


-


-


-


2,146




2,146

 
















 

Issuance of common stock


205,000


205






40,795




41,000

 
















 

Net Income (Loss)












(12,607)


(12,607)

 
















 

Balance

December 31, 2011


3,305,000

$

3,305


-

$

-

$

43,110

$

(12,627)

$

33,788

 


Statement of Cash Flows


1.

Net income (loss) was increased ($11,934) from ($673) to ($12,607) to include the line items of Edgarization expense, Bank charges, Deferred offering costs, and Property and equipment.

2.

(Increase) Decrease in Deferred offering costs increased $6,760 from $0 to restate as an expense.

3.

(Increase) Decrease in Subscription Receivable increased ($1,000) from ($40,000) to ($41,000) to adjust for the proper accounting method.

4.

(Increase) Decrease in Allowance for Bad Debt Sub Rcv increased $1,000 from $0 to $1,000 to adjust for any uncollectable receivables.

5.

(Increase) Decrease in IP-Software increased ($2,674) from $0 to $2,674 to adjust for the expense portion of the Property and equipment.

6.

Proceeds from sale of stock decreased ($39,795) from $40,000 to $205 to adjust for the portion of the proceeds attributable to the par value of the shares.

7.

Additional paid-in capital increased $42,295 from $646 to $42,941 to adjust for the portion of the stock sale above the par value.




SECURE NETCHECKIN INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011




















As Originally Presented



Restatement Adjustment



As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:











Net income (loss)

$

  (673)


$

  (11,934)


$

  (12,607)

Adjustments to reconcile net (loss)











to net cash used in operating activities:






















Change in assets and liabilities











(Increase) Decrease in deferred offering costs


 -



 6,760



  6,760



Increase (Decrease) in accounts payable


 -



  -



 -



(Increase) Decrease in Subscription Receivable


(40,000)  



  (1,000)



  (41,000)



(Increase) Decrease in Allowance for Bad Debt - Sub Rcv


 -



 1,000



  1,000



(Increase) Decrease in IP Software


 -



2,674



  2,674




Net cash provided by (used in) operating activities


 (673)



(29,893)



(30,566)














CASH FLOWS FROM FINANCING ACTIVITIES:











Proceeds from sale of stock


  40,000



  (39,795)



  205



Additional paid-in capital


646



42,295



 42,941




Net cash provided by financing activities


  40,646



2,500



 43,146














NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(27)



0



(27)














CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD


 79



  -



 79














CASH AND CASH EQUIVALENTS - END OF PERIOD

$

53


$

(0)


$

53










SUPPLEMENTAL NON-CASH TRANSACTIONS:









       Intellectual property contributed for cash

$

3,169


$

(3,169)


$

-

       Stock subscription receivable


40,000



(40,000)



-



Note 2. Nature of Operations and Summary of Significant Accounting Policies


Nature of Operations


Secure NetCheckIn Inc. (the Company), was incorporated in the State of Nevada on October 12, 2010.


The Company offers a cloud-based scheduling and notification product targeted to urgent care facilities and medical offices to increase the satisfaction of patients in scheduling and timing of appointments.


Development Stage


The Company is considered to be in the development stage as defined by ASC 915. The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital, and the implementation of the business plan.


Basis of Presentation

The accompanying audited financial statements have been prepared in accordance with the instructions to Securities and Exchange Commission (SEC) form 10-K and Article 8 of SEC Regulation S-X. The financial statements of the Company for years ended December 31, 2011 and December 31, 2010 have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  

Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2011, cash and cash equivalents include cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000.


Risks and Uncertainties


The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

Use of Estimates and Assumptions


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.


Cash and Cash Equivalents


The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2011, the Company had no cash equivalents.


Revenue Recognition


The Company has not generated any revenues since entering the development stage. It is the Company's policy that revenues will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition". Under ASC Topic 605-10-25, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.


Share-Based Compensation


The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (ASC 718-10). This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.


As of December 31, 2011, there were no outstanding employee stock options.


Earnings (Loss) per Share


Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. There were no dilutive potential common shares as of December 31, 2011. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.


Fair Value of Financial Instruments


The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.


The following are the hierarchical levels of inputs to measure fair value:


·

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


·

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.


·

Level 3: Unobservable inputs reflecting the Companys assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.


The Company's financial instruments consisted primarily of cash and accounts payable. The carrying amounts of the Company's financial instruments generally approximate their fair values as of December 31, 2011, due to the short-term nature of these instruments.


Income Taxes


The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10). ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.


The Company adopted the provisions of FASB Interpretation No. 48; Accounting For Uncertainty In Income Taxes An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2011 and December 31, 2010, the Company did not record any liabilities for uncertain tax positions.


Recent Accounting Pronouncements


Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.


Note 3. Going Concern


As reflected in the accompanying audited financial statements, the Company has a net loss of ($12,607) and net cash used in operations of ($30,566) for the year ended December 31, 2011, and a deficit accumulated during the development stage of ($12,627) at December 31, 2011. These factors raise substantial doubt about the Companys ability to continue as a going concern.

 

The ability of the Company to continue its operations is dependent on Management's plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, which may include term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Companys existence.


The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.


The accompanying audited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.


Note 4.  Property And Equipment


Property and equipment consisted of the following as of December 31, 2011 and December 31, 2010.




2011



2010






 

Software

495

 

 

$

3,169

Other

 

-

 

 

 

-

 

495

 

 

 $

3,169 


Note 5. Income Taxes


The Company adopted ASC Topic 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.


For income tax reporting purposes, the Company's aggregate unused net operating losses approximate $12,627 which expires in various years through 2029, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized.


Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership changes of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined.


The provision (benefit) for income taxes from continued operations for the years ended December 31, 2011 and the year ended December 31, 2010 consist of the following:




2011



2010

Current:


 



 

Federal

 

$

 

 

$

State

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

$

 

 

$

State

 

$

 

 

$

 

 

 

 

 

 

Change in valuation allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

(Benefit) provision for income taxes

 

$

 

 

$




The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:











2011



2010


Statutory federal income tax rate

 

 

34

%

 

 

34

%

State income taxes and other

 

 

4

%

 

 

4

%

Change in valuation allowance

 

 

(38)

%

 

 

(38)

%

 

 

 

 

 

 

 

 

 

Effective tax rate

 

 

0

%

 

 

0

%











Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:













2011



2010




 



 


Net operating loss carry forward

 

$

4,790

 


$

8

 

Valuation allowance

 

 

(4,790)


 

 

(8)


 

 

 

 

 

 

 

 

 

Deferred income tax asset

 

$

 

 

$

 











Note 6. Stockholders Equity


In October 2010 (inception), the Company issued 3,100,000 shares of common stock to its president and director of the Company at $0.001 per share, in exchange for $100.00 in cash and property valued at $3,169. During the year ended December 31, 2011, the Companys founder contributed $2,146 in additional capital.



In August 2011, the Company issued 205,000 shares of common stock to investors for the value of $41,000, in exchange for subscription receivables. As of December 31, 2011 the company has recorded subscription receivable in the amount of $41,000 and has reserved $1,000 as allowance for doubtful account.


Note 7. Subsequent Event


The company received $40,000 subsequent to December 31, 2011 related to subscription receivable.