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EX-32 - EXHIBIT 32 SECTION 906 CERTIFICATION - QUANTUMSPHERE, INC.f10k123113_ex32.htm
EX-31 - EXHIBIT 31 SECTION 302 CERTIFICATION - QUANTUMSPHERE, INC.f10k123113_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


  X .ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 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. 000-53913


WAY COOL IMPORTS, INC.

(Name of registrant in its charter)


Nevada

20-3925307

(State or other jurisdiction

(I.R.S. Employer Identification No.)

of incorporation or organization)

 


5555 North Star Ridge Way

Star, Idaho  83669

 (Address of principal executive offices)


Issuer’s telephone number: 208-283-1542


Securities Registered pursuant to Section 12(b) of the Act:  None.


Securities Registered pursuant to Section 12(g) of the Exchange Act:  Common Stock, $.001 par Value


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

Yes      . No  X .


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      . No  X .


Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.


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.

Yes  X . No      .


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      .


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


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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .



1



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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.  Our common stock is listed on the Over The Counter Bulletin Board under the symbol WYCC.  There was not an active market and no trading volume during fiscal 2013 and there has been no trading volume in 2014, therefore the aggregate market value of the issuer’s common stock held by non-affiliates at January 23, 2014 is deemed to be $-0-.


Note. – If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.


APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDING DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes      . No      .


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)


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


Class

Outstanding as of March 5, 2014

Common Stock, $.001 par value

54,520,000


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) under 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).




2



PART I


ITEM 1.  BUSINESS.


Business Development


Way Cool Imports, Inc. (“the Company”) was originally incorporated in the State of Nevada on December 1, 2005 for the purpose of engaging in the business of importing goods from foreign countries for sale in the United States.    Prior to December 29, 2009, the Company engaged in the business of importing antiques and home and garden furnishings and accessories.  Products were then sold on a wholesale basis to RDG Imports, Inc., dba Way Cool Dirt Cheap, an S Corporation under common management with the Company. The Company did not get paid for all sales to RDG Imports, Inc. and the Company is unlikely to receive any payment from RDG.  The Company ceased operations in December 2009.  Effective January 1, 2010, the Company entered the development stage and is seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity.  


On December 29, 2009, the Company sold 45,000,000 shares of its common stock in exchange for $40,000, along with a note due in 30 days for $5,000, which was subsequently paid, to Cornelius Hofman who then became the controlling shareholder of the Company owning 84.11% of the Company’s currently issued and outstanding common stock.


Since ceasing its operations at December 29, 2009, the Company has focused its efforts on seeking a business opportunity.  The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.


The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity.  We are not restricting our search to any particular industry or geographical area.  We may therefore engage in essentially any business in any industry.  Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.


Because we have no specific business plan or expertise, our activities are subject to several significant risks.  In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.


Sources of Opportunities


We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.


We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.  Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.


Criteria


We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving “start up” or new companies.  In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.




3



In analyzing prospective business opportunities, management will consider the following factors:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.


Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.


Methods of Participation of Acquisition


Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.


Procedures


As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.


We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant.


Competition


We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.


Employees


We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business.  We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.


Principal Products or Services and Their Markets


None; not applicable



4



Competition, Competitive Position in the Industry and Methods of Competition


None; not applicable


Dependence on One or a Few Major Customers


None; not applicable


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration


None; not applicable


Need For Any Government Approval of Principal Products or Services


None; not applicable


Effect of Existing or Probable Governmental Regulations on Business


None; not applicable


Time Spent During the Last Two Fiscal Years on Research and Development Activities


None; not applicable


Costs and Effects of Compliance with Environmental Laws (federal, state and local)


None; not applicable


Number of Total Employees and Number of Full-Time Employees


None


ITEM 1A.  RISK FACTORS.


The Company’s business is subject to numerous risk factors, including the following.


The Company has had very limited operating history and no revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company can identify such a target company and consummate such a business combination.


Our proposed business plan is speculative in nature.  The success of the Company’s proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company’s operations will be dependent upon management of the target company and numerous other factors beyond the Company’s control.


The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates.


Our management has limited time to devote to our business.  While seeking a business combination, management anticipates devoting only a limited amount of time per month to the business of the Company. The Company’s sole officer has not entered into a written employment agreement with the Company and he is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations.




5



The Company’s officer and director participates in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future.  Management has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest.


Reporting requirements may delay or preclude an acquisition.  Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide certain information about significant acquisitions including certified financial statements for the company acquired covering o-ne or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.


The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. Even in the event demand exists for a merger or acquisition of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.


The Company’s proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business entity. Consequently, the Company’s activities will be limited to those engaged in by the business entity which the Company merges with or acquires. The Company’s inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.


Potential for being classified an Investment Company.  Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject the Company to material adverse consequences.


A business combination involving the issuance of the Company’s common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require shareholders of the Company to sell or transfer all or a portion of the Company’s common stock held by them. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.  Currently, there are no pending acquisitions, business combinations or mergers.


The Company’s primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in the Company issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by the present shareholders of the Company and would most likely result in a change in control or management of the Company.


Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.


Management of the Company will request that any potential business opportunity provide audited financial statements. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company rather than incur the expenses associated with preparing audited financial statements. In such case, the Company may choose to obtain certain assurances as to the target company’s assets, liabilities, revenues and expenses prior to consummating a business combination, with further assurances that audited financial statements would be provided after closing of such a transaction.  Closing documents relative thereto may include representations that the audited financial statements will not materially differ from the representations included in such closing documents.




6



Our stock is subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock.   Our stock is subject to Penny Stock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:


·

is not listed on a national securities exchange or Nasdaq;


·

is listed in “pink sheets” or on the NASD OTC Bulletin Board;


·

has a price per share of less than $5.00; and


·

is issued by a company with net tangible assets less than $5 million.


The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:


·

determination of the purchaser’s investment suitability;


·

delivery of certain information and disclosures to the purchaser; and


·

receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.


Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis.  When our common stock becomes subject to the penny stock trading rules,


·

such rules may materially limit or restrict the ability to resell our common stock, and


·

the liquidity typically associated with other publicly traded equity securities may not exist.


It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock.  There is no assurance a market will be made in our stock.  If no market exists, you will not be able to sell your shares publicly, making your investment of little or no value.


ITEM 1B.  UNRESOLVED STAFF COMMENTS.


None.


ITEM 2.  PROPERTIES.


We do not currently own any property.  We utilize office space in the residence of our President at no cost.  We will not seek independent office space until we pursue a viable business opportunity and recognize income.


ITEM 3.  LEGAL PROCEEDINGS.


The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.


Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


None.




7



PART II


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Market Information


Our common stock is listed on the Over the Counter Bulletin Board (“OTCBB”), under the symbol “WYCC".  There was not an active market and no trading volume during fiscal 2013.


 

 

CLOSING BID

 

CLOSING ASK

2013

 

High

 

Low

 

High

 

Low

 

 

 

 

 

 

 

 

 

January 2 thru March 28

 

.02

 

.02

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

April 1 thru June 28

 

.02

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

July 1 thru September 30

 

.01

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

October 1 thru December 31

 

.01

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 3 thru March 30

 

.01

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

April 2 thru June 29

 

.01

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

July 2 thru September 28

 

.01

 

.01

 

NONE

 

NONE

 

 

 

 

 

 

 

 

 

October 1 thru December 31

 

.02

 

.01

 

NONE

 

NONE


The above quotations, as provided by OTC Markets Group, Inc., represent prices between dealers and do not include retail markup, markdown or commission.  In addition, these quotations do not represent actual transactions.


Holders


As of March 5, 2014, there were approximately 61 shareholders of record holding 54,520,000 shares of common stock.  This number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.


Dividends


We have not paid, nor declared, any cash dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by Nevada law. Under Nevada law, cash dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.


Securities Authorized for Issuance Under Equity Compensation Plans


None.


Recent Sales or Purchases of Unregistered Securities


On November 8, 2013, the Company sold 3,100,000 Units of which 620,000 have been issued.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit is $.05 for a total of $155,000.  The Company received $31,000 on November 8, 2013, with the balance of $124,000 to be paid by March 31, 2014 or upon closing of an acquisition if sooner.  The balance of 2,480,000 units will be issued when they are fully paid for.




8



On February 5, 2014, the Company sold 100,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $10,000.  


On February 12, 2014, the Company sold 250,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $25,000.  


On February 19, 2014, the Company sold 50,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $5,000.  


ITEM 6.  SELECTED FINANCIAL DATA.


Since we are a “smaller reporting company,” as defined by SEC regulation, we are not required to provide the information required by this Item.


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


FORWARD-LOOKING STATEMENTS


The statements made below with respect to our outlook for fiscal 2010 and beyond represent “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, whether we will be able to generate sufficient cash flow from our operations or other sources to fund our working capital needs, maintain existing relationships with our lender, successfully introduce and attain market acceptance of any new products, attract and retain qualified personnel both in our existing markets and in new territories in an extremely competitive environment, and potential obsolescence of our technologies.


In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our 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 such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based.  We qualify all of our forward-looking statements by these cautionary statements.


Plan of Operation


The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. On November 15, 2013, the Company filed a Form 8-K describing a potential merger with Quantumsphere, Inc.  The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction.  Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The Company has not finalized the merger with Quantumsphere, Inc. and is awaiting completion of due diligence and satisfaction of conditions.  Unless the Quantumsphere, Inc. merger is completed, the Company will continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.




9



Liquidity and Capital Resources


The Company’s balance sheet as of December 31, 2013, reflects total assets of $3,865. As of December 31, 2013, our liabilities were $137,348 which included $26,409 in accounts payable, $10,300 note payable, $48,000 in deferred compensation, $30,000 in a note payable – related party, $1,869 in accrued interest, $5,195 accrued interest – related party and a long term not payable of $15,575.  We anticipate our expenses for the next twelve months will be approximately $15,000.  In the past we have relied on advances from our president to cover our operating costs.


On July 16, 2010, the Company took out a promissory note from its President in the amount of $30,000.  The note is a two year note and accrues interest at a rate of five percent (5.0%).  Proceeds from the note were used to fund operations.  Accrued interest on this note was $5,195 and $3,695 as of December 31, 2013 and 2012, respectively.


Included in the labor expense are amounts for services rendered by the President, which was estimated at $12,000 for the years ended December 31, 2013 and 2012.


On June 29, 2009, the Company took out a promissory note from an unrelated third party in the amount of $1,200.  The note accrues interest at a rate of 8.0% and is due upon demand.


On January 25, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On February 10, 2012, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.


On May 4, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.


On August 7, 2012 the Company took out a promissory note from an unrelated third party in the amount of $8,300.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On October 16, 2012 the Company took out a promissory note from an unrelated third party in the amount of $2,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On November 1, 2012 the Company took out a promissory note from an unrelated third party in the amount of $1,600.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On November 13, 2012 the Company took out a promissory note from an unrelated third party in the amount of $2,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On February 4, 2013, the Company took out a promissory note from an unrelated third party in the amount of $6,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On March 14, 2013, the Company took out a promissory note from an unrelated third party in the amount of $1,575.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On April 15, 2013, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On April 30, 2013, the Company took out a promissory note from an unrelated third party in the amount of $4,200.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On May 23, 2013, the Company took out a promissory note from an unrelated third party in the amount of $1,800.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On August 6, 2013, the Company took out a promissory note from an unrelated third party in the amount of $7,350.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


Accrued interest on these notes was $1,869 and $910 as of December 31, 2013 and 2012, respectively.




10



We anticipate our expenses to be limited to accounting, auditing, legal and filing fees associated with continuing our reporting status with the Securities and Exchange Commission along with miscellaneous expenses related to our corporate existence.  We estimate our ongoing expenses to be $15,000 per year.  We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments.  As of the date of this report we only have $3,865 in cash and we will need additional funds to cover our expenses for the next twelve months. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months.  However, there can be no assurances to that effect.  Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period.  On November 15, 2013, the Company filed a Form 8-K describing a potential merger with Quantumsphere, Inc.  The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. We cannot assure that we will be successful in consummating any acquisition on favorable terms or we will be able to profitably manage any business venture we acquire.  Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.


The Company has no other assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.


Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.


Results of Operations


Years Ended December 31, 2013 and 2012


We have $3,865 cash on hand and have experienced losses since inception.  We did not generate any revenues from operations during the years ended December 31, 2013 and 2012.  Expenses during the year ended December 31, 2013 were $51,576 with interest expense of $3,495 for a net loss of $55,071 compared to expenses of $40,902 and interest expense of $2,174 for a net loss of $43,076 for the year ended December 31, 2012.  Expenses for 2013 consisted entirely of general and administrative expenses including labor expense and professional fees.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.


Need For Additional Financing


Based upon current management’s willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company’s cash needs required for the costs of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.  In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


 Since we have no assets and do not have any investments in eligible portfolio companies there is no quantitative information, as of the end of December 31, 2013, about market risk that has any impact on our present business. Once we begin making investments in eligible portfolio companies there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time           


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


The required financial statements are included following the signature page of this Form 10-K.




11



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.


The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.


ITEM 9A(T). CONTROLS AND PROCEDURES.  


(a) Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.


Management’s Annual Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.


Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.  Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2012, our internal control over financial reporting was effective.


This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


(b)  Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


ITEM 9B. OTHER INFORMATION


There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter 2013 has been disclosed.




12



PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


Identification of Directors and Executive Officers


The following table sets forth the name, age, position and office term of each executive officer and director of the Company.


Name

 

Age

 

Position

 

Director or Officer Since

 

 

 

 

 

 

 

Cornelius Hofman

 

47

 

Sole Officer and Director

 

December 2009


All officers hold their positions at the will of the Board of Directors.  All directors hold their positions for one year or until their successors are elected and qualified.


Set forth below is certain biographical information regarding the Company’s executive officer and director:


Cornelius Hofman. Since 1995, Mr. Hofman has been the owner of The GEC Group providing business valuations, lost profit assessments, lost wage assessments, and other litigation support services.  He is a graduate of Cornell University and holds a Master Degree from the University of Pennsylvania along with an MBA degree in Economics and Finance from the University of Chicago.  He is the author of numerous publications and lecturer on topics related to economics.


The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.


Term of Office


The term of office of the current directors shall continue until new directors are elected or appointed.


Involvement in Certain Legal Proceedings


During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:


(1)

Was a general partner or executive officer of any business by or against which any bankruptcy  petition was filed, whether at the time of such filing or two years prior thereto;


(2)

Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


(3)

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated,  of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and


(4)

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated,  of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;


(5)

Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Financial Expert


The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.




13



Code of Ethics


The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller.  The Company will provide, at no cost, a copy of the Code of Ethics to any shareholder of the Company upon receiving a written request sent to the Company’s address shown on Page 1 of this report.


ITEM 11.  EXECUTIVE COMPENSATION


No current or prior officer or director has received any remuneration or compensation from the Company in the past three years, nor has any member of the Company’s management been granted any option or stock appreciation right. Accordingly, no tables relating to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has any officer received a cash salary since our founding.


The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended December 31, 2013, 2012 and 2011. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.


SUMMARY COMPENSATION TABLE

Name

And

Principal

position

 

Year

 

Salary

($)

 

Bonus

($)

 

Stock Awards

($) (4)

 

Option

Awards

($) (4)

 

Non-Equity Incentive Plan Compensation

($)

 

Nonqualified Deferred Compensation Earnings

($)

 

All Other Compensation

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cornelius Hofman,

 

2013

2012

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

Predident

 

2011

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-


Compensation of Directors


There are no agreements to compensate any of the directors for their services.


Our officers and directors are reimbursed for expenses incurred on our behalf.  Our officers and directors will not receive any finder’s fee as a result of their efforts to implement the business plan outlined herein.  However, our officers and directors anticipate receiving benefits as beneficial shareholders of our common stock.


We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our employees.


Termination of Employment and Change of Control Arrangement


There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


The following table sets forth as of March 5, 2014, the number and percentage of the 54,520,000 shares of outstanding common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock.  Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.




14




Title of Class

 

Name and Address of Beneficial Owner

 

Amount and Nature of Beneficial Ownership

 

Percentage of Class

 

 

 

 

 

 

 

Common

 

Cornelius Hofman

5555 North Star

Ridge Way Star,

Idaho  83669

 

45,000,000

 

82.53%

 

 

 

 

 

 

 

Total Officers and Directors

As a Group (1 Person)

 

 

 

45,000,000

 

82.53%


(1) Officer and/or director


There are no contracts or other arrangements that could result in a change of control of the Company.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.


Transactions with Management and Others


We utilize office space at the residence of our President to conduct our activities at no charge.  


On July 16, 2010, the Company took out a promissory note from its President in the amount of $30,000.  The note is a two year note and accrues interest at a rate of five percent (5.0%).  Accrued interest on this note was $5,195 and $3,695 as of December 31, 2013 and 2012, respectively.


Included in the labor expense are amounts for services rendered by the President, which was estimated at $12,000 for the years ended December 31, 2013 and 2012.


Certain Business Relationships


Our policy is that a contract or transaction between the Company and another entity in which our director, has a financial interested is not necessarily void or voidable if the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the contract or transaction, or if it is fair and reasonable to our Company.


We utilize office space provided by our President at no cost to the Company.


Indebtedness of Management


None; not applicable.


Conflicts of Interest


None of our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities.  In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated.  As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  


Each officer and director is, so long as he is an officer or director, subject to the restriction that all opportunities contemplated by our plan of operation that come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that he is affiliated with on an equal basis.  A breach of this requirement will be a breach of the fiduciary duties of the officer or director.  If we or the companies to which the officer or director is affiliated each desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity.  However, the officer or director may still take advantage of opportunities if we should decline to do so.  Except as set forth above, we have not adopted any other conflict of interest policy in connection with these types of transactions




15



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.


Audit Fee


The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of Way Cool Imports, Inc. annual financial statements and review of financial statements included in Way Cool Import’s 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $12,780 for fiscal year ended 2013 and $14,500 for fiscal year ended 2012.


Audit-Related Fees


The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Way Cool Imports, Inc. financial statements that are not reported above were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.


Tax Fees


The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.


All Other Fees


The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.


We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our 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.  We do not rely on pre-approval policies and procedures.




16



PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(a)

Exhibits


The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller.  The Company will provide, at no cost, a copy of the Code of Ethics to any shareholder of the Company upon receiving a written request sent to the Company’s address shown on Page 1 of this report.


Exhibit #

 

Description

 

Location

 

 

 

 

 

Exhibit 3(i)

 

Articles of Incorporation

 

*

 

 

 

 

 

Exhibit 3(i)(a)

 

Amended Articles of Incorporation

 

*

 

 

 

 

 

Exhibit 3(ii)

 

Bylaws

 

*

 

 

 

 

 

Exhibit 31

 

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Attached

 

 

 

 

 

Exhibit 32

 

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

 

Attached

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

Attached

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

Attached

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

 

Attached

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Attached

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Label Linkbase Document

 

Attached

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document

 

Attached


* Incorporated by reference. Filed as exhibit to 10SB12G filed March 23, 2010.


** The Exhibit attached to this Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


(b)  Reports on Form 8-K


None.


(c)  Financial Statement Schedules


None.




17



SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

WAY COOL IMPORTS, INC.

 

 

 

Date: March 5, 2014

 

/s/ Cornelius Hofman

 

 

Cornelius Hofman

 

 

Chief Executive Officer and

 

 

Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Date: March 5, 2014

 

/s/ Cornelius Hofman

 

 

Cornelius Hofman

 

 

Director







18

















WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS




F-1




WAY COOL IMPORTS, INC.

(A Development Stage Company)

Index to Financial Statements


Index


 

 

Page

Report of Independent Registered Public Accounting Firm

 

F-3

Balance Sheets

 

F-4

Statements of Operations

 

F-5

Statements of Stockholders' Equity (Deficit)

 

F-6

Statements of Cash Flows

 

F-7

Notes to Financial Statements

 

F-8




F-2



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Way Cool Imports, Inc. (A Development Stage Company)

Star, Idaho


We have audited the accompanying balance sheets of Way Cool Imports, Inc. as of December 31, 2013 and 2012, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended and for the period from inception of development stage January 1, 2010 to December 31, 2013. 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 audits.


We conducted our audits 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 audits 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits 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 Way Cool Imports, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended and for the period from inception of development stage January 1, 2010 to December 31, 2013, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses in each of the past four years. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ HJ & Associates, LLC


HJ & Associates, LLC

Salt Lake City, Utah

March 5, 2014



F-3



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

December 31, 2013 and 2012


 

 

 

 

 

December 31, 2013

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

3,865

 

$

78

 

Prepaid Expenses

 

-

 

 

787

 

 

Total Current Assets

 

3,865

 

 

865

 

 

 

 

 

 

 

 

 

Total Assets

$

3,865

 

$

865

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$

26,409

 

$

15,072

 

Accrued Interest - Related Party

 

5,195

 

 

3,695

 

Accrued Interest

 

1,869

 

 

910

 

Note Payable

 

10,300

 

 

1,200

 

Note Payable - Related Party

 

30,000

 

 

30,000

 

 

Total Current Liabilities

 

73,773

 

 

50,877

 

 

 

 

 

 

 

 

 

Long - Term Liabilities

 

 

 

 

 

 

Deferred Compensation

 

48,000

 

 

36,000

 

Note Payable

 

15,575

 

 

23,400

 

 

Total Long - Term Liabilities

 

63,575

 

 

59,400

 

 

 

 

 

 

 

 

 

Total Liabilities

 

137,348

 

 

110,277

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

Preferred Stock, $0.001 par value,

 

 

 

 

 

 

 

10,000,000 shares authorized.

 

 

 

 

 

 

 

No shares issued or outstanding

 

-

 

 

-

 

Common Stock, $0.001 par value,

 

 

 

 

 

 

 

500,000,000 shares authorized.

 

 

 

 

 

 

 

54,120,000 and 53,500,000 shares issued

 

 

 

 

 

 

 

and outstanding as of December 31, 2013

 

 

 

 

 

 

 

and 2012, respectively

 

54,120

 

 

53,500

 

Additional Paid in Capital

 

261,030

 

 

230,650

 

Deficit Accumulated Prior to  Development Stage

 

(263,296)

 

 

(263,296)

 

Deficit Accumulated During Development Stage

 

(185,337)

 

 

(130,266)

 

 

Total Stockholders' Equity (Deficit)

 

(133,483)

 

 

(109,412)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

3,865

 

$

865


See accompanying notes to financial statements



F-4



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS


 

 

 

 

 

 

Years Ended December 31,

 

 

From Inception of

Development Stage

(January 1, 2010) to

December 31,

 

 

 

 

 

 

2013

 

 

2012

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit (Loss)

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labor Expense

 

 

12,000

 

 

12,000

 

 

48,000

 

Professional Fees

 

 

36,066

 

 

25,463

 

 

135,213

 

General and Administrative Costs

 

 

3,510

 

 

3,439

 

 

13,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expense

 

 

51,576

 

 

40,902

 

 

196,654

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss From Operations

 

 

(51,576)

 

 

(40,902)

 

 

(196,654)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income / (Expense)

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

(3,495)

 

 

(2,174)

 

 

(8,183)

 

 

Gain on Settlement of Note Receivable

 

 

-

 

 

-

 

 

20,000

 

 

Total Other Income / (Expense)

 

 

(3,495)

 

 

(2,174)

 

 

11,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

 

(55,071)

 

 

(43,076)

 

 

(184,837)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

-

 

 

-

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(55,071)

 

$

(43,076)

 

$

(185,337)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share - Basic and Diluted

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding - Basic and Diluted

 

 

53,590,027

 

 

53,500,000

 

 

 


See accompanying notes to financial statements



F-5



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM INCEPTION OF DEVELOPMENT STAGE (JANUARY 1, 2010) TO DECEMBER 31, 2013


 

 

Common Stock

 

 

Additional Paid in

 

 

Deficit Accumulated During the Development

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stage

 

 

Total

Balance at

December 31, 2009

 

53,500,000

 

 

53,500

 

 

230,650

 

 

(263,296)

 

 

20,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

-

 

 

-

 

 

-

 

 

(64,079)

 

 

(64,079)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2010

 

53,500,000

 

 

53,500

 

 

230,650

 

 

(327,375)

 

 

(43,225)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

-

 

 

-

 

 

-

 

 

(23,111)

 

 

(23,111)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2011

 

53,500,000

 

 

53,500

 

 

230,650

 

 

(350,486)

 

 

(66,336)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

-

 

 

-

 

 

-

 

 

(43,076)

 

 

(43,076)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2012

 

53,500,000

 

 

53,500

 

 

230,650

 

 

(393,562)

 

 

(109,412)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Issued for Cash

 

620,000

 

 

620

 

 

30,380

 

 

-

 

 

31,000

Net Loss

 

-

 

 

-

 

 

-

 

 

(55,071)

 

 

(55,071)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

December 31, 2013

 

54,120,000

 

$

54,120

 

$

261,030

 

$

(448,633)

 

$

(133,483)


See accompanying notes to financial statements



F-6



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

Years Ended December 31,

 

 

From Inception of Development Stage (January 1, 2010)

 to December 31,

 

 

 

 

 

 

 

2013

 

 

2012

 

 

2013

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(55,071)

 

$

(43,076)

 

$

(185,337)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to Reconcile Net Loss:

 

 

 

 

 

 

 

 

 

 

 

Gain on Settlement of Note Receivable

 

 

-

 

 

-

 

 

(20,000)

 

Change in Assets/Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Prepaid Expenses

 

 

787

 

 

1,398

 

 

1,389

 

 

Accrued Interest Payable

 

 

959

 

 

669

 

 

1,869

 

 

Accrued Interest Payable - Related Party

 

 

1,500

 

 

1,505

 

 

5,146

 

 

Accounts Payable

 

 

11,337

 

 

3,810

 

 

2,114

 

 

Deferred Compensation Payable

 

 

12,000

 

 

12,000

 

 

48,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Used In Operating Activities

 

 

(28,488)

 

 

(23,694)

 

 

(146,819)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

Proceeds from Notes Receivable

 

 

-

 

 

-

 

 

25,000

 

 

 

Net Cash Flows Provided by Investing Activities

 

 

-

 

 

-

 

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

Sale of Common Stock

 

 

31,000

 

 

-

 

 

31,000

 

Payments on Note Payable

 

 

(21,650)

 

 

-

 

 

(21,650)

 

Proceeds from Notes Payable

 

 

22,925

 

 

23,400

 

 

76,325

 

 

 

Net Cash Flows Provided by (Used in)

 

 

 

 

 

 

 

 

 

 

 

 

 

 Financing Activities

 

 

32,275

 

 

23,400

 

 

85,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

3,787

 

 

(294)

 

 

(36,144)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

 

78

 

 

372

 

 

40,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

 

$

3,865

 

$

78

 

$

3,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

Cash Paid During the Period For:

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

1,035

 

$

-

 

$

1,035

 

 

Income Taxes

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

For the Years Ended December 31, 2013 and 2012:

 

 

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 

 

 

 


See accompanying notes to financial statements



F-7



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012


Note 1 - Organization and Summary of Significant Accounting Policies


Organization


Way Cool Imports, Inc., (”the Company") was incorporated under the laws of the State of Nevada on December 1 , 2005.  Prior to December 29, 2009, the Company imported goods from foreign countries for sale in the United States.  Effective January 1, 2010, the Company entered the development stage and is focusing its efforts on seeking a business opportunity.  On November 15, 2013, The Company entered into an Agreement and Plan of Merger.  As of the date of this filing, the Companies are still in the due diligence process and the merger has not been completed.


Revenue Recognition


Revenue from sale of product is recognized when product has been delivered, the selling price is fixed or determinable, and collectability is reasonably assured.  


Cash and Cash Equivalents


The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.


Accounts Receivable


Trade receivables are carried at original invoiced amounts less an allowance for doubtful accounts.  Accounts receivable are determined to be delinquent when the account has become 30 days past due.  The allowance for doubtful accounts is calculated on a case by case basis.  Management reviews accounts receivable at least quarterly to determine if the account should be allowed for.


Prepaid Expenses


Prepaid expenses consist of advance payments made to suppliers of merchandise inventory.


Inventory


Inventory consists of merchandise on hand held for resale.  Inventory is stated at costs, using the first-in, first-out (FIFO) method, with costs including shipping and handling.


Advertising


All advertising costs are recorded as an expense when incurred.  To date, the company has not incurred any advertising costs.


Earnings Per Common Share


The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.


The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period.  Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive.


Income Taxes


The Company accounts for income taxes in accordance with FASB ASC 740, Income taxes.  Deferred income taxes are provided for items reported in different periods for income tax purposes than for financial reporting purposes.




F-8



Use of Estimates


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 the reported amounts of revenues and expenses.  If the underlying estimates and assumptions, upon which the financial statements are based, change in future periods, actual amounts may differ from those included in the accompanying Financial Statements.


Going Concern


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has sustained net operating losses during the last five years.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard management is proposing to raise any necessary additional funds not provided by operations through loans from the owners.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


Classification


Certain prior year amounts have been reclassified to conform with the current year's presentation.


Note 2 - Related Party Transactions and Payable


On July 16, 2010, the Company took out a promissory note from its President in the amount of $30,000.  The note is a two year note and accrues interest at a rate of five percent (5.0%).  Proceeds from the note were used to fund operations.  Accrued interest on this note was $5,195 and $3,695 as of December 31, 2013 and 2012, respectively.


Included in the labor expense are amounts for services rendered by the President, which was estimated at $12,000 for the years ended December 31, 2013 and 2012.


Note 3 - Note Payable


On June 29, 2009, the Company took out a promissory note from an unrelated third party in the amount of $1,200.  The note accrues interest at a rate of 8.0% and is due upon demand.


On January 25, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On February 10, 2012, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.


On May 4, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.


On August 7,  2012 the Company took out a promissory note from an unrelated third party in the amount of $8,300.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On October 16,  2012 the Company took out a promissory note from an unrelated third party in the amount of $2,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On November 1,  2012 the Company took out a promissory note from an unrelated third party in the amount of $1,600.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On November 13,  2012 the Company took out a promissory note from an unrelated third party in the amount of $2,500.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


On February 4, 2013, the Company took out a promissory note from an unrelated third party in the amount of $6,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On March 14, 2013, the Company took out a promissory note from an unrelated third party in the amount of $1,575.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  




F-9



On April 15, 2013, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On April 30, 2013, the Company took out a promissory note from an unrelated third party in the amount of $4,200.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On May 23, 2013, the Company took out a promissory note from an unrelated third party in the amount of $1,800.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  


On August 6, 2013, the Company took out a promissory note from an unrelated third party in the amount of $7,350.  The note accrues interest at a rate of 5.0% and is due two years from the date of issuance.  This note was paid in full in 2013.


Accrued interest on these notes was $1,869 and $910 as of December 31, 2013 and 2012, respectively.


Note 4 - Income Taxes


The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("ASC 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.


ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.


At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.


The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions.


The Company files income tax returns in the U.S. federal jurisdiction and in the state of Utah.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Net Deferred tax liabilities consist of the following components as of December 31, 2013 and 2012:


 

 

2013

 

 

2012

Deferred Tax Assets:

 

 

 

 

 

 

NOL Carryover

$

51,200

 

$

43,000

 

Note Receivable Allowance

 

-

 

 

-

 

Related Party Accruals

 

10,600

 

 

7,900

 

 

 

 

 

 

 

Deferred tax Liabilities:

 

 

 

 

 

 

None

 

-

 

 

-

 

 

 

 

 

 

 

Valuation Allowance

 

(61,800)

 

 

(50,900)

Net Deferred tax assets

$

-

 

$

-





F-10



The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 20% to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following:


 

 

2013

 

 

2012

 

 

 

 

 

 

Book Loss from Continuing Operations

$

(11,000)

 

$

(8,600)

Related Party Accruals

 

2,700

 

 

2,400

Note Receivable Allowance

 

-

 

 

-

Valuation Allowance

 

8,300

 

 

6,200

 

 

 

 

 

 

Tax at Effective Rate

$

-

 

$

-


At December 31, 2013 the Company had net operating loss carryforwards of approximately $256,000 that may be offset against future taxable income from the year 2014 through 2034.


Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.


Note 5 - Capital Stock


The Company has authorized 10,000,000 shares of $0.001 par value preferred stock with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  No shares are issued and outstanding at December 31, 2013.  


The Company has authorized 500,000,000 shares of $0.001 par value common stock of which 54,120,000 and 53,500,000 shares have been issued and are outstanding at December 31, 2013 and 2012 respectively.  On November 8, 2013 the company sold 3,100,000 Units of which 620,000 have been issued.  Each Unit consists of one share of common stock  and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each Unit is $.05, for a total of $155,000. The Company received $31,000 on November 8, 2013, with the balance of $124,000 to be paid by March 31, 2014 or upon closing of an acquisition if sooner.  The balance of 2,480,000 units will be issued when they are fully paid for.


The following table summarizes information about warrants outstanding and exercisable at December 31, 2013:


 

Exercise price

 

Number outstanding at December 31,

2012

 

Granted

 

Exercised

 

Number outstanding at December 31,

2013

 

Weighted average remaining contractual life (years)

 

Number exercisable at December 31,

2013

$

1.50

 

-

 

620,000

 

-

 

620,000

 

4.86

 

-

 

 

 

-

 

620,000

 

-

 

620,000

 

 

 

-


Note 6 – Fair Value of Financial Instruments


The Company’s financial instruments consist of cash, accounts receivable and accounts payable.  The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items.


Note 7 - Recently Issued Accounting Pronouncement


From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.




F-11



Note 8 - Loss per Share


The following data shows the amounts used in computing loss per share for the periods presented:


 

 

 

For the Years Ended

December 31,

 

 

 

2013

 

 

2012

Loss available to common

  Stockholders (numerator)

 

$

(55,071)

 

$

(43,076)

 

 

 

 

 

 

 

Loss per Common Share –

  Basic and Diluted

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

Weighted average number of common

  shares outstanding during the period

  used in loss per share (denominator)

 

 

53,590,027

 

 

53,500,000


Note 9 - Subsequent Events


 On February 5, 2014, the Company sold 100,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $10,000.


On February 12, 2014, the Company sold 250,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $25,000.


On February 19, 2014, the Company sold 50,000 Units.  Each Unit consists of one share of common stock and one five year warrant to purchase one share of common stock for $1.50 per share not exercisable until two years after an acquisition by the Company.  The price for each unit was $.10 for a total of $5,000.


The Company has evaluated subsequent events as of the financial statement date according to the requirements of ASC 855 and concluded there are no additional events to disclose.



F-12