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EX-31 - 31.1 - JOEY NEW YORK, INC.certification.htm
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EX-32 - 32.1 - JOEY NEW YORK, INC.certification32.htm




U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


Mark One

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended May 31, 2013


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


For the transition period from ______ to _______


Commission File No. 333-180954



PRONTO CORP.
(Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

7521

(Primary Standard Industrial Classification Number)

68-0682410

(IRS Employer

Identification Number)



Pronto Corp.

909 Bay Street, Suite 812

Toronto, Ontario, Canada M5S 3G2

 (514) 513-7579
(Issuer’s telephone number)




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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X ]   No[    ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ]  No [  ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of July 16, 2013

Common Stock, $0.001

3,450,000



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PRONTO CORP.


Form 10-Q


Part 1   

FINANCIAL INFORMATION

 

Item 1

Financial Statements

4

   

   Balance Sheets

4

      

   Statements of Operations

5

 

   Statements of Cash Flows

6

 

   Notes to Financial Statements

7

Item 2.   

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

12

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

15

Item 4.

Controls and Procedures

16

Part II.

OTHER INFORMATION

 

Item 1   

Legal Proceedings

16

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

16

Item 3   

Defaults Upon Senior Securities

16

Item 4      

Mine Safety Disclosures

16

Item 5  

Other Information

16

Item 6      

Exhibits

17




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CONTENTS


 

Page(s)


Balance Sheets – May 31, 2013 (Unaudited) and February 28, 2013


5


Statements of Operations –

Three Months Ended May 31, 2013 and 2012, and from Inception (December 22,2011) to May 31, 2013 (Unaudited)


6


Statements of Cash Flows –

Three Months Ended May 31, 2013 and 2012, and from Inception (December 22,2011) to May 31, 2013 (Unaudited)


7


Notes to the Financial Statements (Unaudited)


8-11










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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

MAY 31, 2013

(Unaudited)

 

FEBRUARY 28, 2013

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

468

$

17,603

 

Total current assets

 

468

 

17,603

Total assets                                                         

$

468

$

17,603


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 


Current  Liabilities

 

 

 

 

 

Accounts payable – related party

$

11,000

$

11,000

 

Total current liabilities

 

11,000

 

11,000

Total liabilities

 

11,000

 

11,000

Stockholders’ Equity (Deficit)

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized; 3,450,000 shares issued and outstanding

 

3,450

 

3,450

 

Additional paid-in-capital

 

24,650

 

24,650

 

Deficit accumulated during the development stage

 

(38,632)

 

(21,497)

Total stockholders’ equity (deficit)

 

(10,532)

 

6,603

Total liabilities and stockholders’ equity (deficit)

$

468

$

17,603



See accompanying notes to the financial statements





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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three months ended MAY 31, 2013

Three months ended MAY 31, 2012

From Inception

(DECEMBER 22, 2011) to MAY 31, 2013


General and administrative expenses


$

     17,135


$         10,608


$               38,632

Net loss

$

               (17,135)

$       (10,608)

$            (38,632)

Loss per common share – basic and diluted

 

(0.00)

(0.00)

 

Weighted average number of common shares

outstanding-basic and diluted

 

3,450,000

2,600,000

 



See accompanying notes to the financial statements




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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three months ended MAY 31, 2013

Three months ended MAY 31, 2012

From Inception

(DECEMBER 22, 2011) to MAY 31, 2013

Operating Activities

 

 

 

 

 

Net loss

$

(17,135)

$            (10,608)

$             (38,632)

 

Net cash used in operating activities

 

(17,135)

(10,608)

(38,632)

Financing Activities

 

 

 

 

 

Proceeds from related party advances

 

-

8,000

11,000

 

Proceeds from common stock issued for cash

 

-

-

28,100

 

Net cash provided by financing activities

 

-

8,000

39,100

Net increase (Decrease) in cash

 

(17,135)

(2,608)

468

Cash - beginning of the period

 

17,603

2,700

-

Cash - end of the period

$

468

$                    92

$                    468

 

Supplemental cash flow information:

 

 

 

 

 

Cash paid for:

 

 

 

 

 

Interest

$

-

$                        -

$                          -

 

Taxes

$

-

$                        -

$                          -



See accompanying notes to the financial statements




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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2013

(Unaudited)



NOTE 1- ORGANIZATION AND NATURE OF OPERATIONS AND DEVELOPMENT STAGE COMPANY


Pronto Corp. (“the Company”) was incorporated under the laws of the State of Nevada on December 22, 2011.  The Company is currently inactive. See Note 5.


The Company’s financial statements are presented as those of a development stage company. Activities during the development stage primarily include implementing the business plan and obtaining additional equity related financing.  


The Company’s fiscal year is February 28.


 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


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 the financial statements and the reported amount 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.


Risks and Uncertainties


The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.


Going Concern


As reflected in the accompanying financial statements, the Company has a net loss of $17,135 and net cash used in operations of $17,135 for the three months ended May 31, 2013, and a working capital deficit of $10,532 and stockholders’ deficit of $10,532 at May 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.


The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities and related party advances. In addition, the Company is in the development stage and has generated no revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.



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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2013

(Unaudited)


The ability of the Company to continue operations is dependent on the success of Management’s plans, which include the raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.


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 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 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.


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.  The Company had no cash equivalents at May 31, 2013 and February 28, 2013.


Earnings Per Share


Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.  As of May 31, 2013 and 2012 the company had no potential dilutive shares outstanding.


Fair Value of Financial Instruments


The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions.  This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.



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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2013

(Unaudited)


The guidance also establishes a fair value hierarchy for measurements of fair value as follows:


Level 1 quoted market prices in active markets for identical assets or liabilities.

 


Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the assets or liabilities.

 


Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


The carrying amounts of the Company’s short-term financial instruments, including cash and accounts payable – related party approximate fair value due to the relatively short period to maturity for these instruments.


Recent Accounting Pronouncements


There are no new accounting pronouncements expected to have any impact on the Company’s financial statements.


Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. There were no material changes to financial position, operations or cash flows.

NOTE 3 – ACCOUNTS PAYABLE – RELATED PARTY


During 2012, the sole director of the Company advanced $500.  The advances were non-interest bearing, unsecured and due on demand.


During 2013, the sole director of the Company advanced $10,500. The advances were non-interest bearing, unsecured and due on demand.


Subsequent to May 31, 2013, the sole director of the Company advanced $2,300. The advances were non-interest bearing, unsecured and due on demand


NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)


During 2012, the Company issued 2,600,000 shares of common stock, to the sole officer and director, for $2,600 ($0.001/share).  



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PRONTO CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2013

(Unaudited)


During 2013, the Company issued 850,000 shares of its common stock to third parties for $25,500 ($0.03/share).  


NOTE 5 – SUBSEQUENT EVENT


Change of Control


On June 10, 2013, the Company entered into an agreement under which the Company agreed to issue 45,000,000 shares of their unregistered common stock at $0.001 (par value) to the members of RAR Beauty, LLC, a Florida limited liability company (“RAR”) in exchange for 100% of the membership interests of RAR. Upon completion of the transaction, RAR members will own approximately 75% of the then issued and outstanding common stock of Pronto Corp. This transaction will result in a change in control.


RAR has been engaged in the natural cosmetic and skin care market selling products under the name Joey New York. Joey New York has been a leader in luxury skin care for more than two decades.  With the evolution of societies awareness and interest for healthy beauty products, Joey New York is constantly perfecting formulas that are health conscious, effective and affordable.  Joey New York’s main focus is to develop beauty products to enhance beauty, maintain youthfulness, reverse the signs of aging, and perfect imperfections all while using the purest, safest, most luxurious and exotic ingredients from nature. 


The closing of the Agreement is conditioned upon certain, limited customary representations and warranties, as well as the following conditions to closing: (i) increasing the size of the Company’s board of directors to three, electing three directors designated by RAR; (ii) approving the name change to “RAR Beauty, Inc.”; (iii) the Company shall effect a full dilution of all issued and outstanding notes, convertible debentures, warrants and/or options of its common stock or cancel or cause to be cancelled all those not exercised into shares of its common stock such that at Closing there shall be a total of approximately 60,000,000 shares of common stock issued and outstanding (including the Escrowed Pronto Shares); (iv) delivery of letters of resignation of the Company’s current officers and directors to be effective at Closing, unless new officers and directors have been appointed prior to the Closing; (v) RAR shall complete and deliver to Pronto a complete audit of its financial statements, including any interim or other financial statements; and (vi) RAR will deliver to Escrow Agent the sum of $150,000 USD as part of the transaction to bring the Companies liabilities to zero, which currently consist solely of a loan from the Chief Executive Officer. In addition, the Reorganization Agreement contemplates continued financing in the amount of $3,500,000 over a period of two years to fund among other things, RAR’s operations and to meet working capital requirements.


The above are the intended plans of management assuming all conditions are met, at which time a closing is expected to occur.



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FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


GENERAL


PRONTO CORP. was incorporated under the laws of the State of Nevada on December 22, 2011.  Our registration statement has been filed with the Securities and Exchange Commission on April 26, 2012 and was declared effective on August 27, 2012.  


Change of Control


On June 10, 2013, the Company entered into an agreement under which the Company agreed to issue 45,000,000 shares of their unregistered common stock at $0.001 (par value) to the members of RAR Beauty, LLC, a Florida limited liability company (“RAR”) in exchange for 100% of the membership interests of RAR. Upon completion of the transaction, RAR members will own approximately 75% of the then issued and outstanding common stock of Pronto Corp. This transaction will result in a change in control.


RAR has been engaged in the natural cosmetic and skin care market selling products under the name Joey New York. Joey New York has been a leader in luxury skin care for more than two decades.  With the evolution of societies awareness and interest for healthy beauty products, Joey New York is constantly perfecting formulas that are health conscious, effective and affordable.  Joey New York’s main focus is to develop beauty products to enhance beauty, maintain youthfulness, reverse the signs of aging, and perfect imperfections all while using the purest, safest, most luxurious and exotic ingredients from nature. 


The closing of the Agreement is conditioned upon certain, limited customary representations and warranties, as well as the following conditions to closing: (i) increasing the size of the Company’s board of directors to three, electing three directors designated by RAR; (ii) approving the name change to “RAR Beauty, Inc.”; (iii) the Company shall effect a full dilution of all issued and outstanding notes, convertible debentures, warrants and/or options of its common stock or cancel or cause to be cancelled all those not exercised into shares of its common stock such that at Closing there shall be a total of approximately 60,000,000 shares of common stock issued and outstanding (including the Escrowed Pronto Shares); (iv) delivery of letters of resignation of the Company’s current officers and directors to be effective at Closing, unless new officers and directors have been appointed prior to the Closing; (v) RAR shall complete and deliver to Pronto a complete audit of its financial statements, including any interim or other financial statements; and (vi) RAR will deliver to Escrow Agent the sum of $150,000 USD as part of the transaction to bring the Companies liabilities to zero, which currently consist solely of a loan from the Chief Executive Officer. In addition, the Reorganization Agreement contemplates continued financing in the amount of $3,500,000 over a period of two years to fund among other things, RAR’s operations and to meet working capital requirements.




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The above are the intended plans of management assuming all conditions are met, at which time a closing is expected to occur.


Forward-Looking Statements


The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, which was declared effective by the Securities and Exchange Commission on August 27, 2012. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


RESULTS OF OPERATION


We are a development stage company with limited operations since our inception on December 22, 2011 to May 31, 2013.  As of May 31, 2013, we had total assets of $468 and total liabilities of $11,000.  Since our inception to May 31, 2013, we have accumulated a deficit of $38,632.  We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Month Period Ended May 31, 2013 Compared to the Three Month period ended  May 31, 2012


Our net loss for the three month period ended May 31, 2013 was $17,135 compared to a net loss of $10,608 during the three month period ended May 31, 2012. During the three month periods ended May 31, 2013 and 2012, we did not generate any revenues.  



During the three month period ended May 31, 2013, we incurred  $17,135 in general and administrative expenses compared to $10,608 during the three month period ended May 31, 2012. General and administrative and professional fee expenses incurred during the three month period ended May 31, 2013 and 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.


The weighted average number of shares outstanding (basic and diluted) was 3,450,000 and 2,600,000 for the three month periods ended May 31, 2013 and 2012, respectively.  





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LIQUIDITY AND CAPITAL RESOURCES


As of May 31, 2013


As at May 31, 2013 our current assets were $468 compared to $17,603 in current assets at February 28, 2013. As at May 31, 2013, our current liabilities were $11,000.


Stockholders’ deficit was $10,532 as of May 31, 2013 compared to stockholders’ equity of $6,603 as of February 28, 2013.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the three month period ended May 31, 2013, net cash flows used in operating activities was $17,135 compared to $10,608 for the three month period ended May 31, 2012. Net cash flows used in operating activities was $38,632 for the period from inception (December 22, 2011) to May 31, 2013.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and advances from our sole director. For the three month period ended May 31, 2013, we haven’t generated any cash flow provided by financing activities compared to $8,000 for the three month period ended May 31, 2012. For the period from inception (December 22, 2011) to May 31, 2013, net cash provided by financing activities was $39,100 received from proceeds from issuance of common stock and advance from the director.


PLAN OF OPERATION AND FUNDING


On June 10, 2013, the Company entered into an agreement under which the Company agreed to issue 45,000,000 shares of their unregistered common stock at $0.001 (par value) to the members of RAR Beauty, LLC, a Florida limited liability company (“RAR”) in exchange for 100% of the membership interests of RAR. Upon completion of the transaction, RAR members will own approximately 75% of the then issued and outstanding common stock of Pronto Corp. This transaction will result in a change in control.


RAR has been engaged in the natural cosmetic and skin care market selling products under the name Joey New York. Joey New York has been a leader in luxury skin care for more than two decades.  With the evolution of societies awareness and interest for healthy beauty products, Joey New York is constantly perfecting formulas that are health conscious, effective and affordable.  Joey New York’s main focus is to develop beauty products to enhance beauty, maintain youthfulness, reverse the signs of aging, and perfect imperfections all while using the purest, safest, most luxurious and exotic ingredients from nature. 




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The closing of the Agreement is conditioned upon certain, limited customary representations and warranties, as well as the following conditions to closing: (i) increasing the size of the Company’s board of directors to three, electing three directors designated by RAR; (ii) approving the name change to “RAR Beauty, Inc.”; (iii) the Company shall effect a full dilution of all issued and outstanding notes, convertible debentures, warrants and/or options of its common stock or cancel or cause to be cancelled all those not exercised into shares of its common stock such that at Closing there shall be a total of approximately 60,000,000 shares of common stock issued and outstanding (including the Escrowed Pronto Shares); (iv) delivery of letters of resignation of the Company’s current officers and directors to be effective at Closing, unless new officers and directors have been appointed prior to the Closing; (v) RAR shall complete and deliver to Pronto a complete audit of its financial statements, including any interim or other financial statements; and (vi) RAR will deliver to Escrow Agent the sum of $150,000 USD as part of the transaction to bring the Companies liabilities to zero, which currently consist solely of a loan from the Chief Executive Officer. In addition, the Reorganization Agreement contemplates continued financing in the amount of $3,500,000 over a period of two years to fund among other things, RAR’s operations and to meet working capital requirements.


The above are the intended plans of management assuming all conditions are met, at which time a closing is expected to occur.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


As reflected in the accompanying financial statements, the Company has a net loss of $17,135 and net cash used in operations of $17,135 for the three months ended May 31, 2013, and a working capital deficit of $10,532 and stockholders’ deficit of $10,532 at May 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.


The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities and related party advances. In addition, the Company is in the development stage and has generated no revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.


I



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TEM 4 CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


Item 1A.   Risk Factors


A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable


ITEM 5. OTHER INFORMATION


None.



16 | Page





ITEM 6. EXHIBITS


Exhibits:


Number

Description

 

 

31.1

Certification of Principal Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

31.2

Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101. DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

PRONTO CORP.

Dated: July 16, 2013

By: /s/ Svetlana Gofman

 

Svetlana Gofman, President and Chief Executive Officer and Chief Financial Officer














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