Arista Financial Corp. - FORM 10-Q

Attached files

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EX-31.1 - CERTIFICATION - Arista Financial Corp.	f10q0913ex31i_pracocorp.htm
EXCEL - IDEA: XBRL DOCUMENT - Arista Financial Corp.	Financial_Report.xls
EX-32.1 - CERTIFICATION - Arista Financial Corp.	f10q0913ex32i_pracocorp.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended September 30, 2013

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

For the transition period from ______to______

Commission File Number: 333-169802

PRACO CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		27-1497347
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

90122 Hoey Road

Chapel Hill, NC 27517

(Address of principal executive offices) (Zip code)

_______________

(919) 889-9461

(Registrants telephone number, including area code)

_______________

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company’ in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer o		Accelerated Filer o

	Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of November 14, 2013, there were 6,902,500 shares, par value $0.0001 per share, of Common Stock issued and outstanding.

PRACO CORPORATION

QUARTERLY REPORT ON FORM 10-Q

September 30, 2013

TABLE OF CONTENTS

PART I-- FINANCIAL INFORMATION		1

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14

Item 4.	Controls and Procedures.	14

PART II--OTHER INFORMATION		15

Item 1.	Legal Proceedings.	15

Item 1A.	Risk Factors.	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15

Item 3.	Defaults Upon Senior Securities.	15

Item 4.	Mine Safety Disclosures.	15

Item 5.	Other Information.	15

Item 6.	Exhibits.	15

SIGNATURE		16

PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements.

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	2	CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2013 (UNAUDITED) AND JUNE 30, 2013

PAGE	3	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

PAGE	4	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY)FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

PAGE	5	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONHTS ENDED SEPTEMBER 30, 2013 AND 2012 AND FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

PAGES	6 - 11	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

-1-

Praco Corporation

(f/k/a Hunt for Travel, Inc.)

(A Development Stage Company)

Condensed Balance Sheets

	September 30, 2013			June 30, 2013
	Unaudited
ASSETS
Current Assets
Cash	$	4,558		$	827
Total Assets	$	4,558		$	827

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable	$	8,525		$	11,023
Notes Payable		125,078			95,078
Total Liabilities		133,603			106,101

Commitments and Contingencies (See Note 4)

Stockholders' Deficiency
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,902,500 and 6,902,500 shares issued and outstanding, respectively		690			690
Additional paid-in capital		276,378			272,874
Deficit accumulated during the development stage		(406,113	)		(378,838	)
Total Stockholders' Deficiency		(129,045	)		(105,274	)

Total Liabilities and Stockholders' Deficiency	$	4,558		$	827

See accompanying notes to condensed unaudited financial statements

-2-

Praco Corporation

(f/k/a Hunt for Travel, Inc.)

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the period from December 15, 2009 (inception) to
	September 30, 2013			September 30, 2012			September 30, 2013

Revenue	$	-		$	-		$	1,251

Operating Expenses
Professional fees		23,025			24,665			344,595
General and administrative		2,046			3,309			56,641
Total Operating Expenses		25,071			27,974			401,236

Loss from Operations		(25,071	)		(27,974	)		(399,985	)

Other Expense
Interest Expense		(2,204	)		(61	)		(6,128	)

Total Other Expense		(2,204	)		(61	)		(6,128	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(27,275	)		(28,035	)		(406,113	)

Provision for Income Taxes		-			-			-

NET LOSS	$	(27,275	)	$	(28,035	)	$	(406,113	)

Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding during the period - Basic and Diluted		6,902,500			6,900,027

See accompanying notes to condensed unaudited financial statements

-3-

Praco Corporation
(f/k/a Hunt for Travel, Inc.)
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Equity /(Deficiency)
For the period from December 15, 2009 (Inception) to September 30, 2013
(Unaudited)

												Deficit
									Additional			accumulated during the			Total
	Preferred Stock				Common stock				paid-in			development				Stockholders'
	Shares		Amount		Shares		Amount		capital			stage				Equity/(Deficiency)

Balance December 15, 2009		-	$	-		-	$	-	$	-		$	-			$	-

Common stock issued for services to founder ($0.0001 per share)		-		-		4,000,000		400		-			-				400

Common stock issued for cash to founder ($0.0001 per share)						1,000,000		100		-			-				100

Common stock issued for cash ($0.10/ per share)		-		-		1,865,000		187		186,313			-				186,500

Stock offering costs		-		-		-		-		(13,500	)						(13,500	)

In kind contribution of services		-		-		-		-		2,800			-				2,800

Net loss for the period December 15, 2009 (inception) to June 30, 2010		-		-		-		-		-			(34,895	)			(34,895	)

Balance, June 30, 2010		-		-		6,865,000		687		175,613			(34,895	)			141,405

Common stock issued for cash ($0.10/ per share)		-		-		22,500		2		2,248			-				2,250

Stock offering costs		-		-		-		-		(1,825	)		-				(1,825	)

In kind contribution of services		-		-		-		-		5,200			-				5,200

Net loss for the year ended June 30, 2011		-		-		-		-		-			(128,229	)			(128,229	)

Balance, June 30, 2011		-		-		6,887,500		689		181,236			(163,124	)			18,801

In kind contribution of services and interest		-		-		-		-		10,613			-				10,613

Payment of accounts payable, debt and interest by shareholders on Company's behalf		-		-		-		-		52,510			-				52,510

Common stock issued for cash ($1/per share)		-		-		10,000		1		9,999			-				10,000

Net loss for the year ended June 30, 2012		-		-		-		-		-			(114,847	)			(114,847	)

Balance, June 30, 2012		-		-		6,897,500		690		254,358			(277,971	)			(22,923	)

In kind contribution of services and interest		-		-		-		-		8,516			-				8,516

Common stock issued for cash ($2/per share)		-		-		5,000		-		10,000			-				10,000

Net loss for the year ended June 30, 2013		-		-		-		-		-			(100,867	)			(100,867	)

Balance, June 30, 2013		-		-		6,902,500		690		272,874			(378,838	)			(105,274	)

In kind contribution of services and interest		-		-		-		-		3,504			-				3,504

Net loss for the three months ended September 30, 2013		-		-		-		-		-			(27,275	)			(27,275	)

Balance, September 30, 2013		-	$	-		6,902,500	$	690	$	276,378		$	(406,113	)		$	(129,045	)

See accompanying notes to condensed unaudited financial statements

-4-

Praco Corporation
(f/k/a Hunt for Travel, Inc.)
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the period from December 15, 2009 (inception) to
	September 30, 2013			September 30, 2012			September 30, 2013
Cash Flows From Operating Activities:
Net Loss	$	(27,275	)	$	(28,035	)	$	(406,113	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services and interest		3,504			1,360			30,633
Shares issued to founder for services		-			-			400
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		(2,498	)		8,064			8,525
Net Cash Used In Operating Activities		(26,269	)		(18,611	)		(366,555	)

Cash Flows From Financing Activities:
Proceeds from notes payable		30,000			20,000			135,908
Repayment of notes payable - stockholder		-			-			(10,830	)
Proceeds from issuance of common stock, net of offering costs		-			10,000			193,525
Contribution of capital by stockholders		-			-			52,510
Net Cash Provided by Financing Activities		30,000			30,000			371,113

Net Increase in Cash		3,731			11,389			4,558

Cash at Beginning of Period		827			1,278			-

Cash at End of Period	$	4,558		$	12,667		$	4,558

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	195
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to condensed unaudited financial statements

-5-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Hunt for Travel, Inc. (a development stage company) (the "Company") was incorporated in Nevada on December 15, 2009 to design and market enrichment excursions for U.S. travelers. The enrichment component of these trips can be educational, informational or experiential and is tailored to the travelers’ specific interests and tastes. Enrichment travel can also be referred to as adventure travel.

Effective February 21, 2012, the Company filed with the State of Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based transactions, valuation of deferred tax assets and valuation of in-kind contribution of services and interests.

-6-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2013 and June 30, 2013, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of September 30, 2013 and 2012 there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company recognizes revenue derived from travel related transactions on the net basis when the Company is not the merchant of record and the prices and services are determined by and provided by third parties.

-7-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

(H) Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to maturity for these instruments.

(I) Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.

NOTE 2 NOTES PAYABLE

The Company received $30,000 on April 30, 2013 and $30,000 on July 12, 2013 from an unrelated party. Total balance due is $60,000. Pursuant to the terms of the notes, the notes are non-interest bearing, unsecured and are due on demand. For the three months ended September 30, 2013, the Company recorded $1,000 as an in-kind contribution of interest (See Note 3(B)).

The Company has issued three notes payable to a Company as follows: on June 25, 2012 the Company received $8,500, on September 14, 2012 the Company received $20,000, and on January 17, 2013 the Company received $27,578. Total balance due is $56,078. Pursuant to the terms of the notes, the notes are non-interest bearing, unsecured and are due on demand. For the three months ended September 30, 2013, the Company recorded $1,033 as an in-kind contribution of interest (See Note 3(B)).

During the year ended June 30, 2012, the Company received $10,830 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. As of June 30, 2012, a stockholder paid $10,830 of the note payable on the Company's behalf, which was recorded as an in kind contribution of capital (See Note 3(E)). Interest of $232 was also recorded as an in kind contribution (See Note 3(B)).

On June 5, 2012 the Company received $9,000 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the three months ended September 30, 2013, the Company recorded $171 as an in-kind contribution of interest (See Note 3(B)).

-8-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

NOTE 3 STOCKHOLDERS’ EQUITY

(A) Common Stock Issued for Cash

On August 15, 2012, the Company issued 5,000 shares of common stock for $10,000 ($2/share).

For the year ended June 30, 2012, the Company issued 10,000 shares of common stock for $10,000 ($1/share).

For the year ended June 30, 2011, the Company issued 22,500 shares of common stock for $2,250 ($0.10/share) and paid $1,825 in offering costs.

For the year ended June 30, 2010, the Company issued 1,865,000 shares of common stock for $186,500 ($0.10/share) and paid $13,500 in offering costs. The Company also issued 1,000,000 shares of common stock to its founder for $100 ($0.0001 per share) (See Note 5).

(B) In-Kind Contribution of services and interest

For the three months ended September 30, 2013, the Company recorded $2,204 as an in kind contribution of interest (See Note 2).

For the year ended June 30, 2013, the Company recorded $3,316 as an in kind contribution of interest.

For the year ended June 30, 2012, the Company recorded $592 as an in kind contribution of interest.

For the three months ended September 30, 2013, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 5).

For the year ended June 30, 2013, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).

For the year ended June 30, 2012, shareholders of the Company contributed services having a fair value of $10,021 (See Note 5).

For the year ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).

For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $2,800 (See Note 5).

-9-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

On December 15, 2009, the Company issued 4,000,000 shares of common stock to its founder having a fair value of $400 ($0.0001/share) based on a recent cash price in exchange for services provided (See Note 5).

(D) Amendment to Articles of Incorporation

Effective February 21, 2012, the Company Amended its Certificate of Incorporation to change its name from Hunt for Travel, Inc. to Praco Corporation.

(E) Expenses paid on Company's behalf

For the year ended June 30, 2012, stockholders paid $52,510 of accounts payable, loans payable and accrued interest on the Company’s behalf, which was recorded as an in kind contribution of capital (See Note 5).

NOTE 4 COMMITMENTS

On February 8, 2010, the Company entered into a consulting agreement with Europa Capital Investments, LLC to receive administrative and other miscellaneous consulting services. The Company is required to pay $5,000 a month. The agreement is to remain in effect unless either party desired to cancel the agreement. Effective March 1, 2012, the agreement was terminated but services were still provided as a contribution.

On April 1, 2012, the Company entered into a new consulting agreement with Europa Capital Investments, LLC for administrative and other miscellaneous services. The terms of the agreement remain the same as the prior agreement.

NOTE 5 RELATED PARTY TRANSACTIONS

For the three months ended September 30, 2013, a shareholder of the Company contributed services having a fair value of $1,300 (See Note 3(B)).

For the year ended June 30, 2013, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the year ended June 30, 2012, shareholders of the Company contributed services and in-kind interest having a fair value of $10,613 (See Note 3(B)).

-10-

PRACO CORPORATION

(F/K/A HUNT FOR TRAVEL, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

(UNAUDITED)

During the year ended June 30, 2012, the principal stockholder paid $52,510 of accounts payable, loans payable and accrued interest on the Company’s behalf, which was recorded as an in kind contribution of capital (See Note 3(E)).

For the year ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the year ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $2,800 (See Note 3(B)).

On December 19, 2009, the Company issued 5,000,000 shares of common stock to its founder having a fair value of $500 ($0.0001/share) in exchange for services and cash (See Note 3 (A) and 3 (C)).

NOTE 6 GOING CONCERN

As reflected in the accompanying condensed unaudited financial statements, the Company is in the development stage with minimal operations, used cash in operations of $ 366,555 from inception and has a net loss since inception of $406,113. The Company also has a working capital deficiency and stockholders’ deficiency of $129,045. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 7 SUBSEQUENT EVENT

On October 9, 2013, the Company received a note for $25,000. Pursuant to the term of the note, the note is non-interest bearing, unsecured and is due on demand.

-11-

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

The Company was incorporated on December 15, 2009 as Hunt for Travel, Inc. to design and market travel excursions featuring entertainment, adventure, intellectual stimulation and access to experts on topics related to the destinations they visit. The Company is now a “shell company” as defined in Rule 12b-2 promulgated under the Exchange Act, as amended, as we have no operations. Our current intention is to close the Exchange Agreement, as described below. If the Exchange Agreement closes, we will, through our majority-owned subsidiaries, own and manage real estate around Philadelphia and the Delaware Valley.

On July 3, 2012, the Company entered into an exchange agreement (the “Exchange Agreement”) with Hawk Opportunity Fund, LP, a Delaware limited partnership (“Hawk”), Philly Residential Acquisition LP, a Pennsylvania limited partnership (“Philly”), Green Homes Real Estate, LP, a Pennsylvania limited partnership (“GH”), Nidus, LP, a Delaware limited partnership (“Nidus”), and several other related parties. Pursuant to the Exchange Agreement, the Company will issue 3,100,000 shares of its common stock, par value $0.0001 per share, to Hawk, and in connection therewith, the Company will receive 89% of the aggregate equity interest of each of Philly, GH, and Nidus.

The Closing is still subject to certain conditions such as the completion of an audit of Philly, GH, and Nidus, and the approval of the transaction from lender, if necessary. These conditions of Closing have not occurred and they may never be fulfilled, so the Exchange Agreement may never close. As the Exchange Agreement has not yet closed, the Company has no interest in Philly, GH, Nidus, or any real estate at this time.

Philly, GP, and Nidus own and manage real estate around Philadelphia and the Delaware Valley. Together these entities own approximately 225 separate properties with a current aggregate market value of approximately $15 million. These are primarily comprised of residential rental units which provide a steady stream of income.

If and when the Exchange Agreement closes, the Company will be the majority-owner and assume the operations of each of Philly, GP, and Nidus. Through these majority-owned subsidiaries, the Company will own and manage real estate around Philadelphia and the Delaware Valley. The Company no longer operates in the travel industry sector.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

-12-

For the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Results of Operations

For the three months ended September 30, 2013 and September 30, 2012, we had $0 in revenue.

Operating expenses for the three months ended September 30, 2013 and September 30, 2012 were $25,071 and $27,974, resulting in a net loss of $27,275 and $28,035, respectively.

Capital Resources and Liquidity

As of September 30, 2013, we had $4,558 cash on hand.

The Company does not anticipate generating any revenues until it closes the Exchange Agreement. After the Closing, if the Closing occurs, the Company will re-position itself as an owner and manager of real estate. At such time, the Company anticipates that it will generate revenues through rental income from the real property owned by its future majority-owned subsidiaries.

We believe that our expenses will be very limited until the Closing and that we will obtain enough cash to support our daily operations until that time through future financings. However, if the Share Exchange Agreement is never consummated or if we fail to obtain financing, we may have difficulty continuing our daily operations. Should this occur, we will attempt to combine with another entity. If this is not possible, we may be forced to suspend or cease operations.

The foregoing represents our best estimate of our cash needs based on current planning and business conditions. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, in particular effecting the Closing. The Company has a working capital deficiency and stockholders’ deficiency of $129,045. We anticipate that we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. If we are unable to find an investor or strategic partner or buyer, we will either have to suspend or cease our expansion plans entirely.

Critical Accounting Policies

Use of Estimates

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Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of September 30, 2013 and 2012, there were no common share equivalents outstanding.

Income Taxes

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts payable and notes payable approximate fair value based on the short-term maturity of these instruments.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that disclosures by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Smaller reporting companies are 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.

Item 6. Exhibits.

(a)	Exhibits

31.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+		Certification of the Principal 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 Schema
101.CAL *		XBRL Taxonomy Calculation Linkbase
101.DEF *		XBRL Taxonomy Definition Linkbase
101.LAB *		XBRL Taxonomy Label Linkbase
101.PRE *		XBRL Taxonomy Presentation Linkbase

* Filed herewith

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

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SIGNATURES

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

	PRACO CORPORATION

Date: November 14, 2013	By:	/s/ Carolyn Hunter
		Carolyn Hunter
		President and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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