UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) and (g) of The Securities Exchange Act of 1934

New Century Resources Corporation
(Exact name of Company as specified in its charter)

Nevada
(State or other  jurisdiction of incorporation or organization)
 
98-0361773
(I.R.S. Employer Identification No.)

     10 Dionysiou Solomou Street
Leona Building, Suite 501
2406 Engomi
  Nicosia - Cyprus
P.O.Box 25631
Nicosia
(Address of principal executive offices)
 
1311
(Zip Code)
 
Company’s telephone number, including area code:
+357 22816226

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

Title of each class
to be so registered
 
Name of each exchange on which
each class is to be registered
None
 
N/A
 
Copies to:

Heston Nielson, Esq.
876 Northcliffe Dr.
Salt Lake City, UT 84103
(801) 244-8755

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

Common Stock, par value of $0.001
(Title of class)


(Title of class)

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filers,” “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

 
 

 

New Century Resources Corporation
TABLE OF CONTENTS TO FORM 10

 
 
Contents Page(s)
Item 1. Business 1


Item 1.   Business

Business Development

New Century Resources Corporation (the "Company", "our", "us" or "we") was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc.  To fund its original business purpose, WEM Petroleum, Inc. filed a registration statement under the Utah Securities Act, and relied on the exemption from federal registration provided for in Section 3(a)11, Rule 147, of the Securities Act of 1933,  as amended (the "Securities Act"), for the purpose of offering for sale an aggregate of 4,000,000 of its unregistered common shares on an intrastate basis.  The Issuer's Prospectus was declared effective on September 19, 1979 and the Company closed its offering with all shares offered sold to residents of the State of Utah for gross proceeds of $100,000.  The Company subsequently amended its Articles of Incorporation to increase in its capital from 10,000,000 common shares authorized to 50,000,000 common shares authorized.  From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products. The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.
 
In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.
 
The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hamilton Jones played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.
 
The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.
 
The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000.
 
Upon the disposition the Company re-entered the business development stage, and accumulated deficits during the business development stage are reported effective as of January 1, 2005 .
 
Business of Issuer

 
1


Our discussion of the proposed business under this caption and throughout this Registration Statement is purposefully general and is not meant to restrict our virtually unlimited discretion to search for and enter into potential business opportunities.

Based on proposed business activities, we are a "blank check" company. The U.S. Securities and Exchange Commission (the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies."  Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell company," because we have no (or nominal) assets other than cash and no (or nominal) operations.  Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions.

No trading market currently exists for our securities, and management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, or to register any securities under the Securities Act or state blue sky laws or the regulations thereunder until we have successfully concluded a business combination.  We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

As of the most recent audited period, we have generated no revenues or earnings from operations and possess no significant assets or financial resources.  As of December 31, 2013, we had $0 of cash on hand.  Also, our independent auditor’s report expressed substantial doubt about our ability to continue as a going concern.

We were originally organized as a company that conducted operations in the oil and gas industry, however, we are currently seeking a business opportunity.  Currently we are a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may combine with any type of business that management believes to offer the greatest opportunity. 

We have conducted limited business operations since our inception, and expect to conduct no operations in the future, other than our efforts to effectuate a business combination.  We, therefore, can be characterized as a "shell" corporation.  As a "shell" corporation, we face risks inherent in the investigation, acquisition, or involvement in a new business opportunity.  Further, as a "development stage" or "start-up" company, we face all of the unforeseen costs, expenses, problems, and difficulties related to such companies, including whether we will continue to be a going concern entity for the foreseeable future.

There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company.  Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation.

Upon the effectiveness of this Registration Statement, we will commence the search for a suitable target business.  The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors, and by our shareholders.  In our efforts to analyze potential acquisition targets, we will consider the following types of factors:

 
·
Potential for growth, indicated by new technology, anticipated market expansion or new products;

 
·
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 
·
Strength and diversity of management, either in place or scheduled for recruitment;
 
 
·
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 
·
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
 
 
·
The extent to which the business opportunity can be advanced;
 
 
·
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

 
·
Other relevant factors.
 

 
2


In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.  Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the merger or acquisition opportunity.

We anticipate that we will locate and make contact with target businesses primarily through the reputation and efforts of our shareholders and directors, who will meet with existing management and key personnel, visit and inspect material facilities, assets, products and services belonging to such prospects, or undertake such reasonable investigation as deemed appropriate.  The Company has a network of business contacts, and we anticipate that prospective target businesses will be referred to us through this network of contacts.

In connection with our evaluation of a prospective target business, the Company will conduct a due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial or other information which will be made available to us.  The time and costs required to select and evaluate a target business, including conducting a due diligence review, negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable Federal securities laws, state blue sky laws, foreign securities laws, if any, and corporation laws cannot presently be ascertained with any degree of certainty.
   
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.  If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable and may reduce the amount of capital available to otherwise complete a business combination or for the resulting entity to utilize.  Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to us of the related costs incurred.
 
We presently have no employees apart from our management.  We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Our officers and directors are engaged in outside business activities and anticipate that they will devote to the business very limited time until the acquisition of a successful business opportunity has been identified.  However, our officers and directors will devote such time as is reasonably necessary to carry out the business and affairs of the Company, including, the evaluation of potential target businesses and the negotiation of a business combination, and, as a result, the amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or are engaged in active negotiations of a business combination.

Other than that certain convertible promissory note issued to George Christodoulou on January 8, 2012 in the principal amount of $8,500 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock at par value and that certain convertible promissory note issued to Robert J. Nielson on January 8, 2012 in principal amount of $7,622 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock at par value, we have no other commitments as of the date of this registration statement to issue any shares of common stock, preferred stock, options or warrants or other equity consideration.  We will, in all likelihood, issue a substantial number of additional securities in connection with the consummation of a business combination.  To the extent that such additional securities are issued, dilution to the interests of our shareholders will inevitably occur.  Additionally, if a substantial number of shares of common stock are issued in connection with the consummation of a business combination, a change in our control will occur which will also likely affect, among other things, our ability to utilize net operating loss carry forwards, if any.

Any such change in control will likely result in the resignation or removal of our officers and directors.  If there is a change in the people serving as our officers and directors, no assurance can be given as to the experience or qualifications of our new management.  Our majority shareholder, Mr. George Christodoulou, considers it likely that in order to consummate a business combination, a change in control will ultimately occur; therefore, he anticipates offering not less than a controlling interest to a target business in order to effectuate a business combination.  This will require the consent of our majority shareholder, Mr. Christodoulou, to achieve.

Our majority shareholder may actively negotiate for or otherwise consent to the disposition of any portion of his common stock as a condition to or in connection with a business combination.  Therefore, it is possible that the terms of any business combination will provide for the sale of all or any portion of the shares of common stock owned beneficially by our majority shareholder.  If we have additional shareholders at the time a business combination is effected, it is possible that none of our other shareholders other than our current majority shareholder will be afforded the right to sell their shares of common stock in connection with a business combination pursuant to the same terms that our current shareholders will be provided.

 
3


   There are currently no limitations relating to our ability to borrow funds to increase the amount of capital available to us to effect a business combination or otherwise finance the operations of the target business.  However, our limited resources and lack of operating history could make it difficult for us to borrow additional funds from other sources.  The amount and nature of any borrowings by us will depend on numerous considerations, including our capital requirements, potential lenders' evaluation of our ability to meet debt service on borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions.  We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that such arrangements, if required or otherwise sought, would be available on terms commercially acceptable or otherwise in our best interests.  Our inability to borrow funds required to effect or facilitate a business combination, or to provide funds for an additional infusion of capital into a target business, may have a material adverse effect on our financial condition and future prospects, including the ability to effect a business combination.  To the extent that debt financing ultimately proves to be available, any borrowings may subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.  Furthermore, a target business may have already incurred debt financing and, therefore, all the risks inherent thereto.

If our securities are issued as part of an acquisition, such securities are required to be issued either in reliance upon exemptions from registration under applicable Federal or state securities laws or registered for public distribution.  We intend to primarily target only those companies where an exemption from registration would be available; however, since the structure of the business combination has yet to be determined, no assurances can be made that we will be able to rely on such exemptions.  Registration of securities typically requires significant costs and time delays are typically encountered.  In addition, the issuance of additional securities and their potential sale in any trading market which might develop in our common stock, of which there is presently no trading market and no assurances can be given that one will develop, could depress the price of our common stock in any market which may develop in our common stock.  Further, such issuance of additional securities would result in a decrease in the percentage ownership of our shareholders.

Due to our small size and limited amount of capital, our ability to raise additional capital, if and when needed, could be constrained.  Until such time as any enterprise, product or service which we acquire generates revenues sufficient to cover operating costs, it is conceivable that we could find ourselves in a situation where we need additional funds in order to continue our operations.  This need could arise at a time when we are unable to borrow funds and when market acceptance for the sale of additional shares of our common stock does not exist. See Item 2, "Management's Discussion and Analysis or Plan of Operation".

We have neither the present intention, nor does the present potential exist for us, to consummate a business combination with a target business in which our officers and directors or their affiliates or associates, directly or indirectly, have a pecuniary interest, although no existing corporate policies would prevent this from occurring.  Although there are no current plans to do so, we may engage the services of professional firms that specialize in finding business acquisitions and pay a finder's fee or other compensation.  Since we have no current plans to utilize any outside consultants or advisors to assist in a business combination, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid.  However, because of our limited resources, it is likely that any such fee we agree to pay would be paid in cash and/or shares of our common stock.  In no event will we pay a finder's fee or commission to any officer or director or to any entity with which they are affiliated for such service.  Moreover, in no event shall we issue any of our securities to any of our officers, directors, or promoters, if any, or any of their respective affiliates or associates, in connection with activities designed to locate a target business.
 
Investment Company Act and Other Regulation

We may participate in a business combination by purchasing, trading or selling the securities of such target business.  We do not, however, intend to engage primarily in such activities.  Specifically, we intend to conduct our activities so as to avoid being classified as an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Act"), and, therefore, to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.

We will not enter into any business combination until the target business has obtained the requisite audited financial statements required to be included in a report on Form 8-K to be filed by us with the SEC pursuant to the requirements of Form 8-K, the Exchange Act, and the applicable rules and regulations thereunder.

No assurances are given that subsequent to such a business combination that a trading market in our securities will develop, or, if such a trading market is developed, that it can be maintained with liquidity.  We presently have 50,000,000 shares of preferred stock authorized; none of these shares are currently issued and outstanding.  We presently have 200,000,000 shares of common stock authorized, of which, 12,481,724 shares of common stock are currently issued and outstanding.  As of the date hereof, other than mentioned herein, we have not provided to any shareholder registration rights to register under the Securities Act any shares of common stock of the Company.  See "Market Price of and Dividends on the Company’s Common Equity and Related Shareholder Matters".

 
4


We cannot estimate the time that it will take to effectuate a business combination.  It could be time consuming, and possibly in excess of many months or years.  Additionally, no assurance can be made that we will be able to effectuate a business combination on favorable terms, or, if such a business combination can be effected at all.  We might identify and effectuate a business combination with a target business which proves to be unsuccessful for any number of reasons, many of which are due to the fact that the target business is not identified at this time.  If this occurs, the Company and its shareholders might not realize any type of profit.
 
No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.

Form of Acquisition

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of our company and the promoters of the opportunity, and the relative negotiating strength of our company and such promoters.  Until we find such opportunity, we cannot state how the transaction will be structured or the sum required to consummate the acquisition or reverse merger.  We anticipate that the Company would issue shares to the target company making the target company’s shareholders the majority shareholders of New Century Resources Corporation.  It is possible that some New Century Resources Corporation shareholders will sell some or all of their shares in a private transaction in connection with the merger or acquisition.  However, until a target is identified and a definitive agreement entered, it is impossible to state what the terms of the transaction might be or the amount required to consummate the transaction.

As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations.  We will evaluate the possible tax consequences of any prospective business combination and will endeavor to structure a business combination so as to achieve the most favorable tax treatment for us, the target business and their respective stockholders.  There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our proposed tax treatment of a particular business combination.

       It is likely that we will acquire our participation in a business opportunity through the issuance of our own stock or other securities of our company.  Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity.  If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares.  Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity.  This could result in substantial additional dilution to the equity of those who were stockholders of our company prior to such reorganization.

To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a business combination, there may be adverse tax consequences to us, the target business and their respective stockholders.  Tax considerations, as well as other relevant factors, will be evaluated in determining the precise structure of a particular business combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.

Our present stockholders will likely not have control of a majority of the voting shares following a reorganization transaction.  As part of such a transaction, all or a majority of our directors may resign and new directors may be appointed without any vote by stockholders.

       In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders, other than our current stockholders.  In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares.  The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders.  Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

We believe the sum required to consummate our acquisition or reverse merger is not determinable until the Company knows the terms of the transaction.  The amount of cash the Company has on hand as of June 30, 2014 is $0.  Such acquisition or reverse merger may be costly.  We currently have very limited resources with which to complete the acquisition or reverse merger, and we have no cash to complete the acquisition or reverse merger.

Voluntary Exchange Act Registration

 
5


        We are voluntarily filing this Registration Statement with the SEC, but we are under no obligation to do so pursuant to the requirements of the Exchange Act.

Item 1a.  Risk Factors

1.
Our business is difficult to evaluate because we have limited operating history.

As we have limited operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination.  The Company has determined that because of its lack of revenue, it is not justified for the Company to leave the development stage.  As such, we are considered a development stage company.  We have no significant assets or financial resources.  We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.  This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

2.
There is competition for those private companies suitable for a merger or acquisition transaction of the types contemplated by management.
 
We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.  We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of, small private and public entities.  A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.  These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

3.
Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.
 
The nature of our operations is highly speculative and there is a consequent risk of loss of your investment.  The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity.  While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion.  In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

While seeking a business combination, management anticipates devoting no more than a few hours per week to our Company's affairs in total.  Our directors have not entered into a written employment agreement with us and are not expected to do so in the foreseeable future.  This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

4.
There is a limited ability to evaluate target business’ management.

While our ability to successfully effect a business combination will be dependent upon certain key personnel, the future role of such personnel in the target business cannot presently be stated with any certainty.  Our officers and directors may not remain associated in any operational capacity with us following a business combination.  Moreover, our officers and directors may not have any experience or knowledge relating to the operations of the particular target business.  Furthermore, although we intend to scrutinize the management team of a prospective target business in connection with evaluating the desirability of effecting a business combination with such target business, our assessment of such management team may prove not to be correct, especially since our officers and directors are not professional business analysts.  See "Directors, Executive Officers, Promoters and Control Persons".
 
Accordingly, we may be completely dependent on the ability of the management team of the target business who are unidentifiable as of the date hereof.  In addition, such future management team may not have the necessary skills, qualifications or abilities to manage a public company.  We may also seek to recruit additional managers to supplement the incumbent management team of the target business.  However, we may not have the ability to recruit such additional managers, or that such additional managers will have the requisite skill, knowledge or experience necessary or desirable to enhance the incumbent management team.

5.
No opportunity for non-affiliate shareholder evaluation or approval of business combinations

Our non-affiliate shareholders, if any, will, in all likelihood, not receive nor otherwise have the opportunity to evaluate any financial or other information which will be made available to us in connection with selecting a potential business combination until

 
6


after we have entered into an agreement to effectuate a business combination. Such agreement to effectuate a business combination, however, will be subject to shareholder approval pursuant to applicable law. As a result, our non-affiliate shareholders, if any, will be almost entirely dependent on the judgment and experience of our officers and directors, their advisors, and perhaps also with the judgment of our  other shareholders, in connection with the selection and ultimate consummation of a business combination. In addition, under Nevada law, the form of business combination could have an impact upon the availability of dissenters' rights (i.e., the right to receive fair payment with respect to our common stock) to shareholders disapproving the proposed business combination. See Item 1, "Description of Business – Business of Issuer" and Item 7, "Certain Relationships and Related Transactions and Director Independence".

Under Nevada law, the form of business combination impacts the availability of dissenter’s rights disapproving the proposed business combination because pursuant to NRS 92A.300 through 92A.500, inclusive of the NRS (the “Dissenters’ Rights Statutes”), stockholders who did not consent with respect to the merger are entitled to assert dissenters’ rights and demand payment of the fair value of their shares, in accordance with the provisions of the Dissenters’ Rights Statutes.  The “fair value” of a dissenter’s shares means the value of such shares immediately before the effectuation of the merger, excluding any appreciation or depreciation in anticipation of the merger to which the dissenter objects, unless of any appreciation or depreciation would be inequitable.

6.
The Company has no existing agreement for a business combination or other transaction.
 
        There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation.

7.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.
 
Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition.  The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition.  The cost of this may be several thousand dollars, of which the Company currently does not have.  Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

8.
The Company may be subject to further government regulation which would adversely affect our operations.
 
Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act, since we will not be engaged in the business of investing or trading in securities.  If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act.  If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs.  We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

9.
Any potential acquisition or merger with a foreign company may subject us to additional risks.
  
If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States.  These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences.  Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

10.
There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock.  Further, no public trading market is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and thereafter file a registration statement under the Securities Act.  Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. Shares of our common stock cannot be sold under the exemptions from registration provided by

 
7


Rule 144 under, or Section 4(1) of, the Securities Act, in accordance with the letter from Richard K. Wulff, Chief of the Office of Small Business Policy of the SEC’s Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January 21, 2000. This letter provides that certain private transfers of the shares also may be prohibited without registration under federal securities laws. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

Penny Stock Regulations - State Blue Sky Restrictions - Restrictions on Marketability

The SEC has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, which are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser's written agreement of the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of any shareholder to sell shares of common stock in the secondary market.

In addition, the SEC has adopted a number of rules to regulate "penny stocks".  Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Exchange Act.  Because our securities may from time to time, and at the present time, constitute "penny stocks" within the meaning of these rules, the rules would apply to the Company and to its securities.  These rules may further affect the ability of our shareholder to sell their shares in any public market which might develop.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include the following:

 
·
control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 
·
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 
·
“boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
 
·
excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

We are aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, our officers and directors will strive within the confines of practical limitations and applicable laws and regulations to prevent the described patterns from being established with respect to our securities.

11.
We have never paid dividends on our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

12.
The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction.  Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions.  We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the 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 that may have an adverse effect on both parties to the transaction.

13.           A merger, acquisition, or joint venture would most likely be exclusive, resulting in a lack of diversification.

 
8


         Management anticipates that it may be able to participate in only one potential business venture because a business partner might require exclusivity.  This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

14.
The Company will have no revenues unless and until it merges with, acquires, or is acquired by an operating business.

We are a development stage company and have had no revenues from operations.  We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

15.
The Company may issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Articles of Incorporation authorize the issuance of a maximum of 200,000,000 shares of common stock, and 50,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders.  Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval.  To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
16.
The Company has convertible promissory notes which if converted will result in substantial dilution.

The Company issued convertible promissory notes to its president George Christodoulou and significant shareholder Robert J. Nielson.  These notes allow the holders, at their election, to convert the outstanding balance into shares of the Company’s common stock.  In the event these note holders convert their notes into common stock, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

17.           The company has not conducted market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.  Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us.  Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available.  There is no assurance that we will be able to acquire a business opportunity on terms favorable to us.  Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

18.
Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist if we assist a privately held business to become public through a "reverse merger."  Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock.  No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

19.
We cannot ensure that our common stock will be listed on the NASDAQ or any other exchange following a business combination.
 
Following a business combination, we may seek the listing of our common stock on NASDAQ or another securities exchange.  However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of NASDAQ or any other stock exchange, or that we will be able to maintain a listing of our common stock on NASDAQ or any other stock exchange.  After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we may seek to become eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the "pink sheets," where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors.  Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity.  This would also make it more difficult for us to raise additional capital following a business combination.

20.
Director Conflict of Interest

 
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Our officers and directors are not required to commit their full time to our affairs and, accordingly, such person may have a conflict of interest in allocating management time among various business activities.  Our officers and directors engages in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions applicable to such activities (see, for example Item 5, "Directors and Executive Officers, Promoters and Control Persons", for a description of our officer and director's other business affiliations).  To the extent that our officers and directors engages in such other activities, they will have possible conflicts of interest in diverting opportunities to other companies, entities or persons with which they are or may be associated or have an interest, rather than diverting such opportunities to us.  As no policy has been established for the resolution of such a conflict, we could be adversely affected should our officers and directors choose to place other business interests before ours.  No assurance can be given that such potential conflicts of interest will not cause us to lose potential opportunities.  Our officers and directors 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.  Our officers and directors may have conflicts of interest in determining which entity a particular business opportunity should be presented.  Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting certain business opportunities to multiple entities.  In addition, conflicts of interest may arise in connection with evaluations of a particular business opportunity by the board of directors with respect to the foregoing criteria.  There can be no assurances that any of the foregoing conflicts will be resolved in our favor.  We may also consider business combinations with entities owned or controlled by persons other than those persons described above.  There can be no assurances that any of the foregoing conflicts will be resolved in our favor.

21.
Difficult economic conditions could harm our business.

Global, national, and local economic conditions continue to be challenging.  Although the economy appears to be recovering in some countries, it is not possible for us to predict the extent and timing of any improvement in the global economic conditions.  Even with continued growth in many markets during this period, an economic downturn could adversely impact our business currently and in the future, particularly if the economic conditions are prolonged or worsened.  In addition, such economic conditions may adversely impact access to capital for us, or our ability to effectuate a reverse merger.  This could materially impact your investment in our Company, resulting in the loss of part or all of your investment.

22.
Our auditor has expressed substantial doubt about our ability to continue as a going concern.

Currently, our auditor has expressed substantial doubt about our ability to continue as a going concern.  If we are unable to continue as a going concern, investors may face a complete loss of their investment.  Further, if our business fails any investors in our Company may face a complete loss of their investment.

23.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

24.   Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.  Any failure to implement effectively new or improved internal controls or to resolve difficulties in their implementation, could harm our operating results, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting.  Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

 
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25.
You may not be able to sell your shares in our company because there is no public market for our stock.

There is no public market for our common stock, and we cannot guarantee that a meaningful trading market will develop. Furthermore, if our stock ever becomes tradable, of which we cannot guarantee, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.  In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

26.
Once we become a public company we will incur the expenses of complying with public company reporting requirements.

We will have an obligation to comply with the applicable reporting requirements of the Exchange Act even though compliance with such reporting requirements is economically burdensome.

27.
We may experience difficulties in the future in complying with Section 404 of the Sarbanes-Oxley Act.

Once we become a public company, we will be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002.  In this regard, we will be required to comply with the internal control requirements of Section 404 of the Sarbanes-Oxley Act for each fiscal year.  If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties, and/or stockholder litigation.  Any inability to provide reliable financial reports could harm our business.  Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations.

If we fail to maintain proper and effective internal controls in future periods, it could adversely affect our operating results, financial condition, and our ability to run our business effectively and could cause investors to lose confidence in our financial reporting.

27.         We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
 
     We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
     In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.  As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
 
     We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any May 30.
 
28.       Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.
 
   Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

 
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Item 2.  Financial Information

Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Although we were organized to engage in oil and gas exploration, we currently are a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.  In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

We do not currently engage in any business activities that provide cash flow.  The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by our stockholders, or another source.
 
During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating an acquisition.  We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
 
We have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.  This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
 
We anticipate that the selection of a business combination will be complex and extremely risky.  Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

In light of our competitive disadvantages, our strategy for successfully identifying and completing business combinations when we are competing with entities that possess great financial, technical and managerial capabilities is as follows.

POTENTIAL TARGET COMPANIES

A business entity, if any, which may be interested in a business combination with the Company may include the following:

 
·
a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;

 
·
a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

 
·
a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;

 
12

 
 
·
a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
      
 
·
a foreign company which may wish an initial entry into the United States securities market;

 
·
a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;

 
·
a company seeking one or more of the other perceived benefits of becoming a public company.

It is possible that a potential business opportunity may not be beneficial or desirable for our shareholders.  A potential target may not be able to find an underwriter because the business opportunity is too risky, the target does not have significant operations, the target has limited history of operations or many other reasons.  As a part of due diligence investigation of any potential target, the Company will assess the desirability of any identified target with regard to the risks it may present.

A business combination with a target company will normally involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and board of directors. No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such acquisition.  The Company’s officers and directors have not engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.

The Company does not anticipate engaging any professional firms or other individuals that specialize in business acquisitions but will rely upon the Company’s business contacts and relationships in seeking a suitable acquisition.

As part of our investigation of business opportunities, the Company's management may meet personally with management and key personnel of the firm sponsoring the business opportunity.  The Company 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.

 We believe an acquisition or merger with the Company may be an appealing avenue for a private company seeking to enter the public company sector because the Company intends to apply for a trading symbol and quotation on the Over-the-Counter Bulletin Board and/or OTC Markets.  Any private company can file their own registration statement with the Securities and Exchange Commission in order to become a public company.  Once a registration statement is declared effective, the registrant must then provide certain information through a market maker for application for a trading symbol.  Both the registration statement process and application for a trading symbol can be lengthy and expensive.  Often, a private company will opt to merge with or be acquired by a company that is already public and has a trading symbol in order to reduce the time and expense required to go public on their own.

Any private company that enters a merger or acquisition transaction with the Company must provide all the information required by the Securities and Exchange Commission in a Form 10 registration statement, including audited financial statements, which will be filed with the Securities and Exchange Commission in a Form 8-K Current Report within four days of closing the transaction.  The private company will incur significant expense in providing the required information.

 
13

 
If the Company enters into a transaction with a private company, it will likely first liquidate the assets and pay off the liabilities so the private company will not receive any benefit of assets currently held by the Company.

The Company will not seek shareholder approval for any merger, acquisition or similar reorganization.  Shareholder approval for this type of business opportunity is not required under Nevada law nor is it required by the Company’s Articles of Incorporation. Shareholder approval will be required if the transaction requires a name change, change in capital structure of the Company, stock splits or any other action that requires shareholder approval under Nevada law or our Articles of Incorporation.  In the event shareholder approval is required for actions other than a business opportunity, the Company will prepare, file with the SEC and mail to shareholders the appropriate information statement or proxy statement, if required.

The Company is voluntarily filing this Registration Statement with the Securities and Exchange Commission and is under no obligation to do so under the Securities Exchange Act of 1934. Because we are a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission's Public Reference Section, 100 F Street, N.E. Room 1580, Washington, DC 20549. The SEC also maintains a Web site (http://www.sec.gov) that contains reports, proxy and information statements and other information that public companies file electronically with the Commission. Additional information regarding the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

We believe the sum required to consummate our acquisition or reverse merger is not determinable until the Company knows the terms of the transaction.  The amount of cash the Company had on hand as of June 30, 2014 is $0.  Such acquisition or reverse merger may be costly.  We currently have very limited resources with which to complete the acquisition or reverse merger and no cash.  If we are able raise any capital, all of our cash may be exhausted prior to or in the process of trying to complete the acquisition or reverse merger.

Item 3.   Properties

The Company owns no property.  The principal office of the Company is located at 10 Dionysiou Solomou Street, Leona Building, suite 501, 2406 Engomi, Nicosia – Cyprus, P.O.Box 25631, Nicosia, at the office of the President.  This space is provided to us rent-free.  We believe these facilities are adequate to serve our needs until such time as a business combination, if any, occurs.  We expect to be able to utilize these facilities, free of charge, until such time as a business combination, if any, occurs.

Item 4.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this filing, the number of shares of common stock owned of record and beneficially by executive officers, directors and person who hold 5% or more of the outstanding common stock of the Company.
 
Name and Address of
Beneficial Owner
 
Amount of Common Stock Beneficially Owned
 
Percentage Ownership of Common stock(1)
 
Position(s) with or Relationship to Company
     
                   
George Christodoulou
10 Dionysiou Solomou Street, Leona Building, suite 501, 2406 Engomi, Nicosia – Cyprus, P.O.Box 25631, Nicosia
 
 
5,450,000(1)
 
43.66%
 
 
President, CEO, CFO and Director
     
Mark Christodoulou
10 Dionysiou Solomou Street, Leona Building, suite 501, 2406 Engomi, Nicosia – Cyprus, P.O.Box 25631, Nicosia
 
0
 
0%
 
Secretary and Director
     

 
14

 
Solon Pittarides
10 Dionysiou Solomou Street, Leona Building, suite 501, 2406 Engomi, Nicosia – Cyprus, P.O.Box 25631, Nicosia
 
 
1,000,000
 
 
 
8.01%
 
 
Director
     
 
Shirley Christodoulou
10 Dionysiou Solomou Street, Leona Building, suite 501, 2406 Engomi, Nicosia – Cyprus, P.O.Box 25631, Nicosia
 
 
5,450,000(2)
 
 
 
43.66%
 
 
5% or more Shareholder
     
 
Peavine Consultants, Inc. (3)
986 E. Wheeler Farm Cv
Salt Lake City, UT 84121
 
 
4,000,000
 
 
32.05%
 
 
5% or more Shareholder
     

(1) George Christodoulou personally owns 1,650,000 common shares, and 1,000,000 common shares held in the name of Costa Vassiliades who passed away in January 2014.   George Christodoulou has yet to have Costa Vassiliades’ common shares transferred into his name.   George Christodoulou is deemed to beneficially own the shares of his wife Shirley Christodoulou, who owns 2,800,000 common shares.

(2) Shirley Christodoulou personally owns 2,800,000 common shares and is deemed to beneficially own the shares of her husband
George Christodoulou, who owns 2,650,000 common shares.

(3) Robert J. Nielson is the sole officer and director of Peavine Consultants, Inc. and therefore is deemed to beneficially own the common shares of Peavine Consultants, Inc.

Item 5.  Directors and Executive Officers
 
Directors and Executive Partners

Our executive officers and directors and additional information is as follows: 

Name
Age
Position
____________________________________ ____________________________________ ___________________________________
     
George Christodoulou
71
President, CEO, CFO and Director
     
Mark Christodoulou
50
Secretary and Director
     
Solon Piitarides
82
Director
 
George Christodoulou:

Mr. Christodoulou, age 71, received his secondary education in South Africa where he completed post high school classes in mechanical engineering and geology. He relocated to Cyprus in 1983 where he organized and has, since that date, been the President and Chief Executive Officer of G.C. Gulf Group of Companies, a group of approximately nine companies including DimacorDiamond Mining Company Pty. Ltd., Loston Diamond Mine Pty. Ltd. and Loxton Exploration Pty. Ltd., African Coast Diamonds and Minerals (Pty.) Ltd., GSE Diamond Merchants (Pty) Ltd., GC Gulf Minerals, Ltd. and GC Gulf Western Trading, Ltd., Petroleum Development Services Marketing, Ltd. and Gulf Western Mining Ltd., all of which are and have been involved in various forms of trading, mineral exploration and mining. He has been engaged in the mineral exploration and mining business for more than thirty years.

Mark Christodoulou:

 
15


Mark Christodoulou, age 50, graduated from the University of Witwatersrand in 1985.  Since that time, he has worked in marketing at GC Gulf Minerals Ltd. in Nicosia, Cyprus, as a consultant and analyst at Byrne Fleming Management Consultancy in Johannesburg, South Africa, as analyst and director of sales at Corporate Intelligence in Johannesburg, South Africa.  Since 2001, Mark has worked GC Gulf Minerals where he is currently an Executive Vice President and a member of the Board of Directors.  Mark Christodoulou is the son of our president George Christodoulou.

Solon Piitarides:
 
Solon Piitarides, age 82, is currently the Chairman and Managing Director of Fairways Limassol Ltd., representative of Mitsubishi Motors, the largest automotive dealer in Cyprus, where he has worked since 1967. During that period he has been actively involved in government and party responsibilities in Cyprus, and has been the Chief Executive Officer of a seven company group of family real property holding and development companies under the leadership of Solon Piitarides Developments, Ltd., a Cyprus corporation.

To the knowledge of management, during the past ten years, no present or former directors, executive officer or person nominated to become a director or an executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations or 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 him from or otherwise limiting, the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(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 or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated

(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal Commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Significant Employees

We have no significant employees other than our officers and directors.

Audit Committee

The board of directors acts as the Audit Committee and the Board has no separate committees.  We have no qualified financial experts at this time because we have not been able to hire a qualified candidate.  Further, we believe that we have inadequate financial resources at this time to hire such an expert.  We intend to continue to search for a qualified individual for hire.

 
16


Item 6.  Executive Compensation
 
Our officers and directors do not receive any compensation for their services rendered to us and have not received such compensation in the past.  No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity.  Our officers and directors intend to devote no more than a few hours a week to our affairs.
 
Neither the officers, directors nor the shareholders will receive a finder's fee or other compensation, either directly or indirectly, as a result of their efforts to implement our business plan outlined herein.

It is possible that, after we successfully consummate a business combination with an entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity.  However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

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

The following tables set forth the cash and other compensation paid by the Company to its President and all other executive officers and directors during the period from inception through the date of this filing.

             
Name and Position
Year
Salary
Bonus
Option Awards
All other Compensation
Total
George Christodoulou, President,CEO, CFO & Director
 
 
2013
2012
 
None
None
 
None None
 
None
None
 
None
Convertible Promissory Note for $8,500
 
None
$8,500
 


             
Name and Position
Year
Salary
Bonus
Option Awards
All other Compensation
Total
Mark Christodoulou, Secretary & Director
 
 
2013
2012
 
None
None
 
None None
 
None
None
 
None
None
None
None
 


             
Name and Position
Year
Salary
Bonus
Option Awards
All other Compensation
Total
Solon Piitarides, Director
2013
2012
 
None
None
 
None None
 
None
None
 
None
None
None
None

Item 7.  Certain Relationships and Related Transactions and Director Independence

Neither our officers, directors nor any shareholder, promoter or affiliate have, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired through security holdings, contracts, options, or otherwise.

On January 8, 2012, George Christodoulou entered into a convertible promissory note with the Company in the principal amount of $8,500 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock.

On January 8, 2012, Robert J. Nielson entered into a convertible promissory note with the Company in the principal amount of $7,622 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock. 

It is not currently anticipated that any finder's fee shall be paid to our officers and/or directors, or to any other affiliate, if any.  See Item 6 “Executive Compensation.”

Our officers and directors may actively negotiate for or otherwise consent to the disposition of any portion of the outstanding shares of common stock, as a condition to or in connection with a business combination.  Therefore, it is possible that the terms of any

 
17


business combination will provide for the sale of some or all of the shares of common stock held by the directors and/or by one or more of the other shareholders.  However, it is possible that other shareholders of the Company will not be afforded the right to sell all or a portion of their shares of common stock in connection with a business combination pursuant to the same terms pertaining to our directors’, and/or other shareholders’, beneficially owned shares.  Also, such other shareholders may not be afforded an opportunity to approve or consent to the sale of the directors or other shareholders’ shares of common stock in connection with a business combination.  See also, Item 1 “Description of Business” and Item 2 “Management’s Discussion and Analysis.”  It is more likely than not that any sale of securities by our founding shareholders to an acquisition candidate would be at a price substantially higher than that originally paid by such founders.  Any payment to such founding shareholder in the context of an acquisition involving us would be determined entirely by largely unforeseeable terms of a future agreement with an unidentified business entity.  See, e.g., Item 1 “Description of Business.”

Item 8. Legal Proceedings

There are no legal proceedings to which we are presently a party, and we are not aware of any legal proceedings threatened or contemplated against us.
 
Item 9.  Market Price of and Dividends on Company’s Common Equity and Related Stockholder Matters.

Market Information
 
Our common stock has not been registered with the SEC or any state securities agency or authority.  No public trading market presently exists for our shares of common stock, and there are no present plans, proposals, arrangements or understandings with any person with regard to the development of any trading market in any of our securities.  No assurances can be made that a trading market for our common stock will ever develop.  No shares of common stock have been registered for resale under the blue sky laws of any state.  The holders of shares of common stock, and persons who may desire to purchase shares of common stock in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of shareholders to sell their shares and of purchasers to purchase the shares of common stock.  Some jurisdictions may not allow the trading or resale of blind pool or "blank-check" securities under any circumstances.  Accordingly, shareholders should consider the secondary market for our securities to be an extremely limited market for the resale of our securities, until such time that a trading market for our shares of common stock has developed, if any.

  There are 412 shareholders of our common stock, holding a total of 12,481,724 shares. On January 8, 2012, George Christodoulou entered into a convertible promissory note with the Company in the principal amount of $8,500 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock.  On January 8, 2012, Robert J. Nielson entered into a convertible promissory note with the Company in the principal amount of $7,622 accruing interest at 10% per annum for a period of two years, convertible into fully-paid and nonassesable shares of the Company’s common stock.   All of these shares are "restricted securities", as that term is defined under Rule 144 promulgated under the Securities Act. The Company has not provided to any shareholder registration rights to register under the Securities Act any shareholder's shares for sale.

Neither the Company, nor our officers or directors have, at the present time, any plans, proposals, arrangements, understandings or intention of selling any unissued or outstanding shares of common stock in the public market subsequent to a business combination.  Nevertheless, in the event that substantial amounts of common stock are sold in the public market subsequent to a business combination, such sales may adversely affect the price for the sale of the Company's equity securities in any trading market which may develop, if at all.  No prediction can be made as to the effect, if any, that market sales of restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.
 
Dividends
 
We have not paid any dividends on our common stock to date and do not presently intend to pay cash dividends prior to the consummation of a business combination.  The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to the consummation of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then existing board of directors.  It is the present intention of our directors to retain all earnings, if any, for use in our business operations and, accordingly, the board of directors does not anticipate paying any cash dividends in the foreseeable future.

Item 10.  Recent Sales of Unregistered Securities

None.

Item 11.  Description of Company’s Securities to be Registered

 
18



The authorized capital stock of our company consists of 200,000,000 shares of common stock, par value $0.001 per share, of which there are 12,481,724 issued and outstanding, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which there are none issued and outstanding.  The following summarized the important provisions of our capital stock.

We have not authorized the issuance of any securities, whether debt or equity, other than the securities described below.

Common Stock
 
Our holders of common stock are entitled to one vote for each share held of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.  Nevada law permits the holders of the minimum number of shares necessary to take action at a meeting of shareholders (normally a majority of the outstanding shares) to take action by written consent without a meeting, provided notice is given to all other shareholders, if any. The holders of common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of common stock, as such, have no conversion, preemptive, redemption provisions or other subscription rights.
 
Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock, $0.001 par value.  As of the date of this registration statement, there are no preferred shares issued and outstanding.

Dividends
 
We have not paid any dividends on our common stock and do not presently intend to pay cash dividends prior to the consummation of a business combination. The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to consummation of a business combination, if any. The payment of any dividends subsequent to a business combination, if any, will be within the discretion of our then existing board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, the board of directors does not anticipate paying any cash dividends in the foreseeable future.
 
Trading of Securities in Secondary Market
 
There is no present market for our securities.  We presently have 12,481,724 shares of common stock issued and outstanding, all of which are "restricted securities," as that term is defined under Rule 144 promulgated under the Securities Act. The SEC has concluded that Rule 144 is not available for resale transactions for securities issued by blank check companies and, consequently, the resale of such securities cannot occur without registration under the Securities Act.  Further, promoters and affiliates of a blank check company and their transferees would be considered "underwriters" under the Securities Act when reselling the securities of a blank check company. The SEC also states that these securities can only be resold through a registered offering. Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of that Rule. As a result of the foregoing, our current shareholders will not be able to rely on the provisions of Rule 144, unless and until a merger or acquisition of an operating company is consummated and the Company files necessary filings with the SEC.

Following a business combination, a target company will normally wish to list its common stock for trading in one or more United States markets. The target company may elect to apply for such listing immediately following the business combination or at some later time. In order to qualify for listing on the NASDAQ, a company must meet fairly stringent financial requirements.  If, after a business combination, we do not meet the qualifications for listing on the NASDAQ, we may apply for quotation of our securities on the OTC Bulletin Board or OTC Markets. In certain cases we may elect to have our securities initially quoted in the "pink sheets" published by OTC Markets Group, Inc.

Our common stock may never be listed on the NASDAQ or any other stock exchange.  In addition, there can be no assurance that we will find a market maker and be quoted on the OTC Bulletin Board or OTC Markets.  Further, an active market may not develop even if we become listed on the OTC Bulletin Board or OTC Markets.

Rule 504 of Regulation D

 
19


The SEC is of the opinion that Rule 504 of Regulation D, which exempts from Securities Act registration limited offerings and sales of securities not exceeding $1,000,000, is not available to blank check companies.

Anti-Takeover Provisions

 
a)
In General

The Nevada Revised Statutes contain provisions designed to enhance the ability of our board of directors to respond to attempts to acquire control of the Company. These provisions may discourage takeover attempts which have not been approved by the board of directors. This could include takeover attempts that shareholders, if any, other than our majority shareholder, deem to be in their best interest. These provisions may adversely affect the price that a potential purchaser would be willing to pay for our outstanding shares of common stock.  These provisions may deprive shareholders, other than our majority shareholder, of the opportunity to obtain a takeover premium for your shares of common stock. These provisions could make the removal of incumbent management more difficult. These provisions may enable a minority of our directors and the holders of a minority of our outstanding voting shares to prevent, discourage or make more difficult a merger, tender offer or proxy contest, even though the transactions may be favorable to the interests of shareholders. These provisions could also potentially adversely affect the market price of our shares of common stock, if any.

 
b)
Authorized but Unissued Stock

The authorized but unissued shares of our common and preferred stock will be available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans, if any. The existence of authorized, but unissued shares of common and preferred stock may enable our board of directors to issue shares of capital stock to persons friendly to our officers and directors and/or to our shareholders. This may have the effect of discouraging attempts to obtain control of the Company.

 
c)
Evaluation of Acquisition Proposals

Our board of directors, when evaluating any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of the assets of the Company, or any similar extraordinary transaction, may consider all relevant facts including, without limitation, the social, legal, and economic effects on the employees, customers, suppliers and other constituencies of the Company, and on the communities and geographical areas in which they operate. Our board of directors may also consider the amount of consideration being offered in relation to the then current market price, if any, for our outstanding shares of capital stock and our then current value in a freely-negotiated transaction. Our officers and directors believe that these provisions are in the long-term best interests of the Company and our shareholders.

Transfer Agent

American Registrar & Transfer Co., 342 East 900 South • Salt Lake City, UT 84111, telephone 801-363-9065.

Item 12.  Indemnification of Officers and Directors

Our bylaws contain the broadest form of indemnification for our officers and directors permitted under Nevada law. Our bylaws generally provide as follows:

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person: (a) Is not liable pursuant to NRS 78.138, or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.  A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person: (a) Is not liable pursuant to NRS 78.138; or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

 
20


To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the previous paragraphs, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Our bylaws provide that we will advance to any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer. Our bylaws require that the person proposed to be indemnified shall first have submitted a written claim to the Company requesting indemnification and stipulating that all funds advanced shall be repaid to the Company if it shall be finally determined by our board of directors that the indemnitee is not entitled to indemnification.

Item 13.  Financial Statements and Supplementary Data

[The Remainder of This Page Intentionally Left Blank]



 
21


New Century Resources Corporation
(A Development Stage Company)
December 31, 2013 and 2012

Index to Financial Statements

 
 
Contents   Page
F-2
F-3
F-4
F-5
F-6
F-7
 
 
F-1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:
New Century Resources Corporation
Boca Raton, Florida

We have audited the accompanying balance sheets of New Century Resources Corporation, a business development stage entity, as of December 31, 2013 and 2012 and the related statements of operations, stockholders' equity and cash flows for the years then ended and for the period from January 1, 2005 (re-entry in development stage) 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Century Resources Corporation, a business development stage entity, as of December 31, 2013 and 2012 and the related statements of operations, stockholders' equity and cash flows for the years then ended and for the period from January 1, 2005 (re-entry in development stage) to December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a history of losses and negative cash flows from operating activities, a working capital deficit, and a stockholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co., CPAs, LLC
Clearwater, FL
February 24, 2014



           
 (A Development Stage Enterprise)
           
 Balance Sheets
           
   
December 31
   
December 31
 
   
2013
   
2012
 
ASSETS
           
  Current assets:
           
    Cash
    -       -  
      Total current assets
    -       -  
                 
      Total assets
  $ -     $ -  
                 
LIABILITIES
               
  Current liabilities:
               
    Accounts payable and accrued expenses
    9,035       644  
    Accrued interest
    3,195       1,582  
    Advances from shareholders
    2,144       -  
    Convertible notes payable, shareholders
    16,122       -  
      Total current liabilities
    30,496       2,226  
                 
  Long-term liabilities:
               
    Convertible notes payable, shareholders
    -       16,122  
      Total long-term liabilities
    -       16,122  
                 
STOCKHOLDERS' EQUITY
               
  Preferred stock, $.001 par value, 50,000,000 authorized;
               
    no shares issued
    -       -  
  Common stock, $.001 par value, 200,000,000 authorized;
               
   12,481,724 and 12,481,724 shares issued and outstanding
    12,482       12,482  
  Additional paid in capital
    1,760,158       1,760,158  
  Accumulated deficit, prior operations
    (1,775,097 )     (1,775,097 )
  Deficit accumulated during the development stage
    (28,039 )     (15,891 )
      Total stockholders' deficit
    (30,496 )     (18,348 )
      Total liabilities and stockholders' equity
  $ -     $ -  

See auditor’s report and notes to the audited financial statements.

 
F-3

 
                 
 (A Development Stage Enterprise)
                 
Statements of Operations
             
 
 
 
             
Cumulative,
 During Business Development,
January 1, 2005
 
   
Twelve Months
   
Twelve Months
   
through
 
   
December 31
   
December 31
   
December 31
 
 
 
2013
   
2012
   
2013
 
                   
Sales
  $ -       -     $ -  
Cost of Sales
    -       -       -  
                         
Gross profit
    -       -       -  
                         
General and administrative expenses:
                       
  Legal and professional fees
    8,383       -       22,072  
  Other general and administrative
    2,152       644       2,772  
    Total operating expenses
    10,535       644       24,844  
    (Loss) from operations
    (10,535 )     (644 )     (24,844 )
                         
Other income (expense):
                       
  Interest (expense)
    (1,613 )     (1,582 )     (3,195 )
    (Loss) before taxes
    (12,148 )     (2,226 )     (28,039 )
                         
Provision (credit) for taxes on income
                       
    Net (loss)
  $ (12,148 )     (2,226 )   $ (28,039 )
 
                       
 Basic earnings (loss) per common share
    (0.00 )     (0.00 )        
                         
Weighted average number of shares outstanding
    12,481,724       12,481,724          

See auditor’s report and notes to the audited financial statements.

 
F-4



                                     
 (A Development Stage Enterprise)
                                         
STATEMENTS OF STOCKHOLDERS' DEFICIT
                         
As of December 31, 2013
                                         
                                           
   
PREFERRED STOCK
   
COMMON STOCK
   
ADDITIONAL PAID IN
   
ACCUM
   
TOTAL
 
   
Shares
   
Amount
   
Shares
   
Amount
   
CAPITAL
   
DEFICIT
   
DEFICIT
 
                                           
Balance, December 31, 2004
    -       -       12,481,724     $ 12,482     $ 1,760,158     $ (1,775,097 )   $ (2,457 )
                                                         
Net income (loss)
                                            (1,979 )     (1,979 )
                                                         
Balance, December 31, 2005
    -       -       12,481,724       12,482       1,760,158       (1,777,076 )     (4,436 )
                                                         
Net income (loss)
                                            (1,979 )     (1,979 )
                                                         
Balance, December 31, 2006
    -       -       12,481,724       12,482       1,760,158       (1,779,054 )     (6,414 )
                                                         
Net income (loss)
                                            (1,979 )     (1,979 )
                                                         
Balance, December 31, 2007
    -       -       12,481,724       12,482       1,760,158       (1,781,033 )     (8,393 )
                                                         
Net income (loss)
                                            (1,979 )     (1,979 )
                                                         
Balance, December 31, 2008
    -       -       12,481,724       12,482       1,760,158       (1,783,011 )     (10,372 )
                                                         
Net income (loss)
                                            (1,709 )     (1,709 )
                                                         
Balance, December 31, 2009
    -       -       12,481,724       12,482       1,760,158       (1,784,720 )     (12,080 )
                                                         
Net income (loss)
                                            (2,334 )     (2,334 )
                                                         
Balance, December 31, 2010
    -       -       12,481,724       12,482       1,760,158       (1,787,053 )     (14,414 )
                                                         
Net income (loss)
                                            (1,709 )     (1,709 )
                                                         
Balance, December 31, 2011
    -       -       12,481,724       12,482       1,760,158       (1,788,762 )     (16,122 )
                                                         
Net income (loss)
                                            (2,226 )     (2,226 )
                                                         
Balance, December 31, 2012
    -       -       12,481,724       12,482       1,760,158       (1,790,988 )     (18,348 )
                                                         
Net income (loss)
                                            (12,148 )     (12,148 )
                                                         
Balance, December 31, 2013
    -       -       12,481,724     $ 12,482     $ 1,760,158     $ (1,803,136 )   $ (30,496 )

See auditor’s report and notes to the audited financial statements.

 
F-5



                 
 (A Development Stage Enterprise)
                 
 STATEMENT OF CASH FLOWS
                 
               
Cumulative,
 During Business Development,
January 1, 2005
 
             
   
Twelve Months Ended
   
Twelve Months Ended
 
   
through
 
   
December 31
   
December 31
   
December 31
 
   
2013
   
2012
   
2013
 
                   
 Cash flows from operating activities:
                 
  Net (loss)
  $ (12,148 )   $ (2,226 )   $ (28,039 )
                         
 Adjustments to reconcile net (loss) to cash
                       
   provided (used) by developmental stage activities:
                       
   Change in current assets and liabilities:
                       
     Advances from shareholders and related party's
    2,144       -       18,266  
     Accounts payable and accrued expenses
    10,004       2,226       9,773  
       Net cash flows from operating activities
    -       -       -  
                         
 Cash flows from investing activities:
                       
       Net cash flows from investing activities
    -       -       -  
                         
 Cash flows from financing activities:
                       
       Net cash flows from financing activities
    -       -       -  
 Net cash flows
    -       -       -  
                         
 Cash and equivalents, beginning of period
    -       -       -  
 Cash and equivalents, end of period
  $ -     $ -     $ -  
                         
 Supplemental cash flow disclosures:
                       
   Cash paid for interest
  $ -     $ -     $ -  
   Cash paid for income taxes
  $ -     $ -     $ -  
 
See auditor’s report and notes to the audited financial statements.

 
F-6


New Century Resources Corporation
 (A Development Stage Company)
December 31, 2013
Notes to the Financial Statements
 
Note 1 - Organization and Operations

New Century Resources Corporation

New Century Resources Corporation (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products. The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.

In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.

The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.

The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.

The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000.

 
F-7


Upon the disposition the Company re-entered the business development stage, and accumulated deficits during the business development stage are reported effective as of January 1, 2005.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation
 
The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 
F-8

 
     
Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses and accounts payable, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholder due to their related party nature.

Fiscal Year-End

The Company elected December 31 as its fiscal year-end date.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.) other parties that can significantly influence the management or operating policies

 
F-9


of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues during the business development stage.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 
F-10

 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company has incurred losses from inception, and has not been subject to any income taxes, foreign or U. S. The Company has recognized no income tax assets from future benefits of its loss carry forward, as realization is doubtful. The Company has not filed a consolidated tax return, so it is doubtful that any of its losses will be available for U. S. federal income tax purposes, as its operating subsidiary, G.C., incurred the majority of the losses in the development of a Uranium mine in Namibia.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2013 or 2012.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

As of December 31, 2013, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 16,122,000 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income

 
F-11


that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at December 31, 2013 resulting from a history of net losses and net cash used in operating activities for the year then ended, negative working capital and no revenues earned during the period. The Company seeks the consummation of a reverse merger with another operating company but has had and will have no active operations until such reverse merger is finalized.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Convertible Notes Payable

Convertible Demand Notes Payable
 
On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s President, in the amount of $8,500, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the twelve months ended December 31, 2013, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.   Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.   The remaining principal balance on this convertible note payable was $8,500 and $8,500 as of December 31, 2013 and 2012, respectively.

 
F-12


On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the twelve months ended December 31, 2013, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.   Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.   The remaining principal balance on this convertible note payable was $7,622 and $7,622 as of December 31, 2013 and 2012, respectively.

Consulting Agreement

On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one year periods on each anniversary date.  Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time.  As of December 31, 2013, the Company has accrued $8,384 in compensation payable to Mr. Nielson. On January 1, 2014, subsequent to the year end, the Company and Mr. Nielson terminated this arrangement.

Note 5 – Stockholder’s Equity

Preferred Stock

The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.

Common Stock

The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding.

On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and   George Christodoulou, the Company’s President, , in the amounts of $7,622 and $8,500 respectively (see Note 6).  The notes are convertible into shares of the Company stock, at the demand of the lenders.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the twelve months ended December 31, 2013, no shares were issued in satisfaction of payments.

Note 6 – Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Advances from Shareholder

From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of December 31, 2013 and 2012, the Company’s stockholder advances totaled $2,144 and $0, respectively. These advances are non-interest bearing and payable on demand.

Convertible Demand Note Payable

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500.  The twenty-four month note bears interest at 10% per annum and is convertible into shares of the

 
F-13


Company’s common stock at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the twelve months ended December 31, 2013, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest, as of December 31, 2013 and 2012 is $10,185 and $9,334, respectively.

On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the twelve months ended December 31, 2013, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest, as of December 31, 2013 and 2012, was $9,133 and $8,370, respectively.

Note 7 – Executive Compensation

Since 1994, the Company has not paid any compensation to officers, directors or executives. The Board of Directors has adopted a general resolution generally permitting the payment of executive compensation, but neither compensation amounts nor any plan for the payment of the same have been approved. It is not anticipated that any executive compensation will be paid, aside from the reimbursement of out-of-pocket expenses, unless or until the Company is able to enter into revenue producing activities.

The Company has not adopted, and does not intend to adopt in the foreseeable future, any stock appreciation rights, compensation plan providing for cash, shares or other compensation to any executive or long term incentive plan.

Note 8 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

 
F-14


New Century Resources Corporation
June 30, 2014 and 2013
Index to Financial Statements
 
Contents   Page
Balance Sheets at June 30, 2014 (unaudited) and December 31, 2013 (audited) F-16
F-17
Statement of Cash Flows (unaudited) for the six months ended June 30, 2014 and 2013 F-18
Notes to the Financial Statements (unaudited) F-19
 
 
F-15

 
           
Balance Sheets
 
June 30
   
December
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
  Current assets:
           
    Cash
    -       -  
      Total current assets
    -       -  
                 
      Total assets
  $ -     $ -  
                 
LIABILITIES
               
  Current liabilities:
               
    Accounts payable and accrued expenses
    9,034       9,035  
    Accrued interest
    3,996       3,195  
    Advances from shareholders
    11,009       2,144  
      Total current liabilities
    24,039       14,374  
                 
  Long-term liabilities:
               
    Convertible notes payable, shareholders
    16,122       16,122  
      Total long-term liabilities
    16,122       16,122  
                 
Total liabilities
    40,161       30,496  
                 
STOCKHOLDERS' EQUITY
               
  Preferred stock, $.001 par value, 50,000,000 authorized;
               
    no shares issued
    -       -  
  Common stock, $.001 par value, 200,000,000 authorized;
               
   12,481,724 and 12,481,724 shares issued and outstanding
    12,482       12,482  
  Additional paid in capital
    1,760,158       1,760,158  
  Accumulated deficit
    (1,812,801 )     (1,803,136 )
      Total stockholders' deficit
    (40,161 )     (30,496 )
      Total liabilities and stockholders' equity
  $ -     $ -  

See auditor’s report and notes to the audited financial statements.
 
 
F-16

 
                       
Statements of Operations
(Unaudited)
                       
 
                       
   
Three Months
   
Three Months
   
Six Months
   
Six Months
 
   
June 30
   
June 30
   
June 30
   
June 30
 
 
 
2014
   
2013
   
2014
   
2013
 
                         
Sales
  $ ---       ---       ---       ---  
Cost of Sales
    ---       ---       ---       ---  
                                 
Gross profit
    ---       ---       ---       ---  
                                 
General and administrative expenses:
                               
  Legal and professional fees
    1,190       ---       8,865       ---  
  Other general and administrative
    ---       ---       ---       ---  
    Total operating expenses
    1,190       ---       8,865       ---  
    (Loss) from operations
    (1,190 )     ---       (8,865 )     ---  
                                 
Other income (expense):
                               
  Interest (expense)
    (402 )     (398 )     (800 )     (800 )
    (Loss) before taxes
    (1,592 )     (398 )     (9,665 )     (800 )
                                 
Provision (credit) for taxes on income
    ---       ---       ---       ---  
    Net (loss)
  $ (1,592 )     (398 )     (9,665 )     (800 )
 
                               
 Basic earnings (loss) per common share
    (0.00 )     (0.00 )     (0.00 )     (0.00 )
                                 
Weighted average number of shares outstanding
    12,481,724       12,481,724       12,481,724       12,481,724  

See notes to the unaudited financial statements.

 
F-17

 
           
 STATEMENT OF CASH FLOWS
           
(Unaudited)
           
             
   
Six Months Ended
   
Six Months Ended
 
 
   
June 30
   
June 30
 
   
2014
   
2013
 
             
 Cash flows from operating activities:
           
  Net (loss)
  $ (9,665 )   $ (800 )
                 
   Change in current assets and liabilities:
               
Accounts payable and accrued expenses
    800       800  
       Net cash flows from operating activities
    (8,865 )     ---  
                 
 Cash flows from financing activities:
               
     Advances from shareholders and related party's
    8,865       ---  
     Net cash flows from financing activities
    8,865       ---  
                 
 Net cash flows
    ---       ---  
                 
 Cash and equivalents, beginning of period
    ---       ---  
 Cash and equivalents, end of period
  $ ---     $ ---  
                 
 Supplemental cash flow disclosures:
               
   Cash paid for interest
  $ ---     $ ---  
   Cash paid for income taxes
  $ ---     $ ---  


See notes to the unaudited financial statements.

 
F-18


New Century Resources Corporation
 (A Development Stage Company)
June 30, 2014
Notes to the Financial Statements
 
Note 1 - Organization and Operations

New Century Resources Corporation

New Century Resources Corporation (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products. The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.

In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.

The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.

The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.

The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000.

Note 2 - Summary of Significant Accounting Policies

Basis of presentation
 
The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Use of Estimates and Assumptions

 
F-19


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
     
Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses and accounts payable, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 
F-20


It is not however, practical to determine the fair value of advances from stockholder due to their related party nature.

Fiscal Year-End

The Company elected December 31 as its fiscal year-end date.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) adescription of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) aamounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 
F-21


Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues during the business development stage.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company has incurred losses from inception, and has not been subject to any income taxes, foreign or U. S. The Company has recognized no income tax assets from future benefits of its loss carry forward, as realization is doubtful. The Company has not filed a consolidated tax return, so it is doubtful that any of its losses will be available for U. S. federal income tax purposes, as its operating subsidiary, G.C., incurred the majority of the losses in the development of a Uranium mine in Namibia.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2014 or 2013.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

As of June 30, 2014, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 16,122,000 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.

 
F-22


Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.

Recently Issued Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company has adopted this standard.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.   A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation . As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.  The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted.  Management has reviewed the ASU and believes that they currently account for these awards, when applicable, in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.
 
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.    Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

 
F-23


We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit at June 30, 2014 resulting from a history of net losses and net cash used in operating activities for the six months then ended, negative working capital and no revenues earned during the period. The Company seeks the consummation of a reverse merger with another operating company but has had and will have no active operations until such reverse merger is finalized.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Convertible Notes Payable
 
Convertible Demand Notes Payable
 
On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s President, in the amount of $8,500, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2014, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.   Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.   The remaining principal balance on this convertible note payable was $8,500 and $8,500 as of June 30, 2014 and 2013, respectively.

On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2014, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.   Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.   The remaining principal balance on this convertible note payable was $7,622 and $7,622 as of June 30, 2014 and 2013, respectively.

As of June 30, 2014, the balance owed by the Company to Mr. Nielson is $8,384.

Note 5 – Stockholder’s Equity

Preferred Stock

The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.

Common Stock

The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding.

On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and   George Christodoulou, the Company’s President, , in the amounts of $7,622 and $8,500 respectively (see Note 6).  The notes

 
F-24


are convertible into shares of the Company stock, at the demand of the lenders.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2014, no shares were issued in satisfaction of payments.

Note 6 – Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Advances from Shareholders

From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of June 30, 2014 and 2013, the Company’s stockholder advances totaled $11,009 and $2,144, respectively. These advances are non-interest bearing and payable on demand.

Convertible Demand Note Payable

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500.  The twenty-four month note bears interest at 10% per annum and is convertible into shares of the Company’s common stock at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2014, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2014 and 2013 is $10,606 and $9,756, respectively.

On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2014, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2014 and 2013, was $9,511 and $8,749, respectively.

Note 7 – Executive Compensation

Since 1994, the Company has not paid any compensation to officers, directors or executives. The Board of Directors has adopted a general resolution generally permitting the payment of executive compensation, but neither compensation amounts nor any plan for the payment of the same have been approved. It is not anticipated that any executive compensation will be paid, aside from the reimbursement of out-of-pocket expenses, unless or until the Company is able to enter into revenue producing activities.

The Company has not adopted, and does not intend to adopt in the foreseeable future, any stock appreciation rights, compensation plan providing for cash, shares or other compensation to any executive or long term incentive plan.

Note 8 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

 
F-25


Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

 
(a)
Financial Statements.

The financial statements included in this Registration Statement on Form 10 are listed in Item 13 and commence on the foregoing pages.

 
(b)
Exhibits.

Exhibit
Number
Description
3.1
Certificate of Incorporation
3.2
10.1
10.2
23.1
Bylaws
Convertible Note of George Christodoulou
Convertible Note of Robert J. Nielson
Consent of Messineo & Co., CPAs, LLC
 
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NEW CENTURY RESOURCES CORPORATION

         
         
Date:
October 6, 2014
 
By:
/s/ George Christodoulou
       
George Christodoulou
       
President and Chief Executive Officer and
Chief Financial Officer (Principal Executive
Officer & Principal Financial Officer)

 
22

 

Exhibit 3.1
 
 
 
 
Certificate of Amendment
( PURSUANT   TO   NRS 78.385 and 78.390 )
 
     
 
FILED# c469-64
JUN 23 2004
 
IN THE
O FFICE OF
DEAN
HELLER,
SECRETARY
OF STATE
 
 
                                                                                                       
Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
 
( PURSUANT TO NRS 78.385 and 78.390 – After Issuance of Stock)


1.  
Name of Corporation
NEW CENTURY RESOURCES CORPORATION


2.  
The articles have been amended as follows (provide article numbers, if available)
ARTICLE IV-STOCK-(a) IS HEREBY AMENDED AS FOLLOWS:

ARTICLE IV-STOCK-(a) The Corporation is authorized to issue two classes of shares to be designated as “preferred” and “Common”, The total number of shares which the corporation is authorized to issue is Two Hundred Fifty Million (250,000,000) shares. The number of preferred shares is Fifty Million (50,000,000) shares, and the par value of each such share is $.001. The number of common shares authorized if Two Hundred Million (200,000,000) shares, and the par value of each share is $.001.

3.  
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provision of the articles of incorporation have voted in favor of the amendment is: 10,570,000

4.  
Effective date of filing (optional):
 
5.  
Office Signature (required):       C.E.O. & President
                                                             /s/ George Christodoulou

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitation or restrictions on the voting power thereof.

IMPORTANT : Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. See attached fee schedule.

 
 

 

 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
Exhibit 3.2
 
 
BY-LAWS
OF
NEW CENTURY RESOURCES CORPORATION
 
ARTICLE 1
OFFICES
 
1.1 Business Office.
 
The principal business office ("principal office'') of the Corporation shall be located at any place either within or without the State of Nevada as designated in the Corporation's most current Annual Report filed with the Nevada Secretary of State. The Corporation may have such other offices, either within or without the state of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time. The corporation shall maintain at its principal office a copy of certain records, as specified in § 2.14 of Article 2.
 
 
1.2  Registered Office.
 
The registered office of the Corporation required by the State of Nevada to be maintained in the State of Nevada may be, but need not be, changed, from time to time, by the Board of Directors.
 
ARTICLE 2
SHAREHOLDERS
 
2.1 Annual Shareholder Meeting.
 
The annual meeting of shareholders shall be held at the principal office of the Corporation on the third Friday in May or at such other times as the Board of Directors may, from time to time, determine. If the day so designated falls upon a legal holiday then the meeting shall be held upon the first business day thereafter. The Secretary shall serve personally or by mail a written notice thereof, not less than ten (10) nor more than fifty (50) days previous to such meeting, addressed to each shareholder at his address as it appears on the stock book; but at any meeting at which all shareholders not present have waived notice in writing, the giving of notice as above required may be dispensed with.
 
2.2 Special Shareholder Meetings.
 
Special meeting of shareholders , for any purpose or purposes described in the notice of meeting, may be called by the President, or by the Board of Directors, and shall be called by the

 
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President at the request of the holders of not less than one-tenth of all outstanding shares of the Corporation entitled to vote on any issue at the Meeting.
 
2.3 Place of Shareholder Meetings.
 
 
The Board of Directors may designate any place, either within or without the State of Nevada, as the place for any annual or any special meeting of the shareholders, unless by written consent, which may be in the form of waivers of notice or otherwise, all shareholders entitled to vote at the meeting may designate a different place, either within or without the State of Nevada, as the place for the holding of such meeting.
If no designation is made by either the Board of Directors or unanimous action of the voting shareholders, the place of meeting shall be the principal office of the Corporation in the State of Nevada.
 
2.4 Notice of Shareholder Meeting.
 
(a) Required Notice. Written notice stating the place, day and hour of any annual or special shareholder meeting shall be delivered not less than 10 nor more than 60 days before the date of the Meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareholder entitled by the laws of the State of Nevada governing corporations (the "Act") or the Articles of Incorporation to receive notice of the meeting. Notice shall be deemed to be effective at the earlier of: (1) when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid; (2) registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (3) when received; or (4) 5 days after deposit in the United States mail, if mailed postage prepaid and correctly addressed to an address, provided in writing by the shareholder, which is different from that shown in the Corporation's current record of shareholders.
 
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. But if a new record date for the adjourned meeting is, or must be fixed (see § 2.5 of this Article 2) then notice must be given pursuant to the requirements of paragraph (a) of this§ 2.4, to those persons who are shareholders as of the new record date.

 
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(c) Waiver of Notic e . A shareholder may waive notice of the Meeting(or any notice required by the Act, Articles of Incorporation, or Bylaws), by a writing signed by the shareholder entitled to the notice, which is delivered to the Corporation (either before or after the date and time stated in the notice) for inclusion in the minutes of filing with the corporate records.
 
A shareholder's attendance at a meeting:
 
(1) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and
 
(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to consideration of the matter when it is presented.
 
(d) Contents of Notice. The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this § 2.4(d), or as provided in the Corporation's articles, or otherwise in the Act, the notice of an annual shareholder meeting need not include a description of the purpose(s) for which the meeting is called.
 
If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles requiring shareholder approval); (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all, or substantially all of the Corporation's property; (4) the dissolution of the Corporation; or (5) the removal of a Director, the notice must so state and be accompanied by, respectively, a copy or summary of the: (a) articles of amendment; (b) plan of merger or share exchange; and (c) transaction for disposition of all, or substantially all, of the Corporation's property. If the proposed corporate action creates dissenters' rights, as provided in the Act, the notice must state that shareholders are, or may be entitled to assert dissenters' rights, and must be accompanied by a copy of relevant provisions of the Act.
 
2.5 Fixing of Recor d Date.
 
For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, Such record date shall not be more than 60 days prior to the date on which the particular action requiring such determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive a share dividend or distribution. The record date for determination of such shareholders shall be at the close of business on:
 
 
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(a) with respect to an annual shareholder meeting or any special shareholder meeting called by the Board of Directors or any person specifically authorized by the Board of Directors or these Bylaws to call a meeting, a date that is not more than 60 days or less than 10 days before the meeting;
 
 
(b) with respect to a special shareholder meeting demanded by the shareholders, the date the first shareholder signs the demand;
 
 
(c) with respect to the payment of a share dividend, the date the Board of Directors authorizes the share dividend;
 
 
(d) with respect to actions taken in writing without a meeting (pursuant to Article 2, § 2.12), the frist date any shareholder signs a consent; and
 
 
(e) with respect to distribution to shareholders, (other than one involving a repurchase or reacquisition of shares), the date the Board of Directors authorizes the distribution.
 
When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
 
If no record date has been fixed, the record date shall be the date the written notice of the meeting is given to shareholders.
 
2.6 Shareholder List.
 
The officer or agent having charge of the stock transfer books for shares of the Corporation shall, at least (10) days before each meeting of shareholders, make complete record of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list must be arranged by class or series of shares. The shareholder list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting. The list shall be available at the Corporation's principal office or at a place in the city where the meeting is to be held, as set forth in the notice of meeting. A shareholder, his agent, or his attorney is entitled, on written demand, to

 
 
 
 
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inspect and, subject to the requirements of § 2.14 of this Article 2, to copy the list during regular business hours and at his expense, during the period it is available for inspection. The Corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time.
 
2.7 Shareholder Quorum and Voting Requirements.
 
A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the outstanding shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
 
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.
 
If a quorum exists, a majority vote of these shares present and voting at a duly organized meeting shall suffice to defeat or enact any proposal unless the Statutes of the State of Nevada, the Articles of Incorporation or these Bylaws require a greater-than-majority vote, in which event the higher vote shall be required for the action to constitute the action of the Corporation.
 
2.8 lncrease in Either Quorum or Voting Requirements.
 
For purposes of § 2.8, a "supermajority" quorum is a requirement that more than a majority of the votes of the voting group be present to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of the affirmative votes of a voting group at a meeting.
 
The shareholders, but only if specifically authorized to do so by the Articles of Incorporation, may adopt, amend, or delete a Bylaw which fixes a "supermajority" quorum or "supermajority" voting requirement.
 
The adoption or amendment of a Bylaw that adds, changes, or deletes a "supermajority" quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then if effect or proposed to be adopted, whichever is greater.
 
A Bylaw that fixes a supermajority quorum or voting requirement for shareholders may not be adopted, amended, or repealed by the Board of Directors.

 
 
 
 
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2.9 Proxies.
 
At all meetings of shareholders, a shareholder may vote in person, or by written proxy executed in writing by the shareholder or executed by his duly authorized attorney-in fact. Such proxy shall be filed with the Secretary of the Corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise specifically provided in the proxy or coupled with an interest.
 
2.10 Votin g of Shares.
 
Unless otherwise provided in the articles, each outstanding share entitled to vote shall be entitled to vote, one vote upon each matter submitted to vote at a meeting of shareholders.
 
Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without the transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without transfer of such shares into his name.
 
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.
 
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares are transferred into the name of the pledgee, and thereafter, the pledgee shall be entitled to vote so transferred.
 
Shares of its own stock belonging to the Corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding.g shares at any given time.
 
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
 
2.11 Corporation's Acceptance of Votes.
   
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

 
 
 
 
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(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the  Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
 
(1) the shareholder is an entity, as defined in the Act, and the name signed purports to be that of an officer or agent of the entity;
 
(2) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
 
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation Requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
 
(4) the name signed purports to be that of pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
 
(5) the shares are held in the name of two or more persons as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
 
(c) The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer of agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

 
 
 
 
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(d) The Corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this § 2.11 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
 
(e) Corporation action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
 
2.12 Informal Action by Shareholders.
 
Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if one or more written contents, setting forth the action so taken, shall be signed by shareholders holding a majority of the shares entitled to vote with respect to the subject matter thereof, unless a "supermajority" vote is required by these Bylaws, in which case a "supermajority" vote will be required. Such consent shall be delivered to the Corporation's Secretary for inclusion in the minute book. A consent signed under this Section has the effect of a vote at a meeting and may be described as such in any document.
 
2.13 Voting: for Directors.
 
Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
 
2.14 Shareholders' Rights to Inspect Corporate Records.
 
Shareholders shall have the following rights regarding inspection of corporate records:
 
(a) Minutes and Accounting Records - The Corporation shall keep, as permanent records, minutes of all meetings of its shareholders and
 
Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by -a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall maintain appropriate accounting records.
 
(b) Abs o l ute Inspection Rights of Recor d s Required at Prin c i pal O f f i ce If a shareholder gives the Corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy, he, or his agent or attorney, has the right to inspect and copy, during regular business hours, any of the

 
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following records, all of which the Corporation is required to keep at its principal office:
 
(1) its Articles of Incorporation or restated Articles of Incorporation and all amendments to them currently in effect;
 
(2) its Bylaws or restated Bylaws and all amendments to them currently in effect;
 
(3) resolutions adopted by its Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;
 
(4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
 
(5) all written communications to shareholders within the past three years, including the financial statements furnished for the past three years to the shareholders;
 
(6) a list of the names and business addresses of its current Directors arid Officers; and
 
(7) its most recent annual report delivered to the Nevada Secretary of State.
 
(c) Conditional Inspection Right - In addition, if a shareholder gives the Corporation a written demand, made in good faith and for a proper purpose, at least five business days before the date on which he wishes to inspect and copy, describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected to his purpose, a shareholder of the Corporation, or his duly authorized agent or attorney, is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation:
 
(1) excerpts from minutes of any meeting of the Board of Directors; records of any action of a committee of the Board of Directors on behalf of the Corporation; minutes of any meeting of the shareholders; and records of action taken by the shareholders or Board of Directors without a meeting, to the extent not subject to inspection under paragraph (a) of this § 2.14;

 
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(2) accounting records of the Corporation; and
 
(3) the record of shareholders (compiled no earlier than the date of the shareholder's demand).
   
(d) Copy Costs - The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, to be paid by the shareholder on terms set by the Corporation, covering the costs of labor and material incurred in making copies of any documents provided to the shareholder.
 
(e) "Shareholder" Includes Beneficial Owner - For purposes of this 2.14, the term "shareholder" shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
 
2.15 Financial Statements Shall be Furnished to the Shareholders.
   
(a) The Corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, and income statement for that year, and a statement of changes in shareholders' equity for the year, unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements for the shareholders must also be prepared on that basis.
   
(b) T he annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation's accounting records:
 
( 1) stating his reasonable belief that the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

 
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(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
 
(c) The corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest financial statements.
 
2.16 Dissenters Rights.
 
Each shareholder shall have the right to dissent from and obtain payment for his shares when so authorized by the Act, Articles of Incorporation, these Bylaws, or a resolution of the Board of Directors.
 
2.17 Order of Business.
 
The following Order of Business shall be observed at all meetings of the shareholders, as applicable and so far as practicable:
 
(a) calling the roll of officers and directors present and determining shareholder quorum requirements;
    
(b) reading, correcting and approving of minutes of previous meeting;
 
(c) reports of officers;
 
(d) reports of committees;
 
(e) election of directors;
 
(f) unfurnished business;
 
(g) new business; and
 
(h) adjournment.


 
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ARTICLE 3
BOARD OF DIRECTORS
3.1 General Powers.
 
Unless the Articles of Incorporation have dispensed with or limited the authority of the Board of Directors by describing who will perform some or all of the duties of a Board of Directors, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
 
3.2 Number, Tenure. and Qualification of Directors.
 
Unless otherwise provided in the Articles of Incorporation, the authorized number of directors shall be not less than 1 (minimum number) nor more than 9 (maximum number). The initial number of directors was established in the original Articles of Incorporation. The number of directors shall always be within the limits specified above, and as determined by resolution adopted by the Board of Directors. After any shares of this Corporation are issued, neither the maximum nor minimum number of directors can be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by a duly adopted amendment to the Articles of Incorporation duly approved by a majority of the outstanding shares entitled to vote. Each director shall hold office until the next annual meeting of shareholders or until removed. However, if his term expires, he shall continue to serve until his successor has been elected and qualified, or until there is a decrease in the number of directors. Unless required by the Articles of Incorporation, directors do not need to be residents of Nevada or shareholders of the Corporation.
 
3.3 Regular Meetings of the Board of Directors.
 
A regular meeting of the Board of Directors shall be held with out other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. (If permitted by§ 3.7, any regular meeting may be held by telephone.)
 
3.4 Special Meetings of the Board of Directors.
 
Special meetings of the Board of Directors may be called by or at the request of the President or any one director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors or, if permitted by§ 3.7, any special meeting may be held by telephone.

 
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3.5 Notice of and Waiver of Notice of Special Meetings of the Board of Directors.
 
Unless the Articles of corporation provide for a longer or shorter period, notice of any special meeting of the Board of Directors shall be given at least two days prior thereto, whether orally or in writing. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of: (1) when received; (2) five days after deposited in the United States mail, addressed to the directors business office, with postage thereon prepaid; or (3) the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. Notice may also be given by facsimile and, in such event, notice shall be deemed effective upon transmittal thereof to a facsimile number of a compatible facsimile machine at the director's business office. Any director may waive notice of any meeting. Except as otherwise provided herein, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting, or promptly upon his arrval, objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Unless required by the Articles of Incorporation or the Act, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
 
3.6 D ire ctor Quorum.
 
A majority of the number of directors fixed, pursuant to § 3.2 of this Article 3, shall constitute a quorum for the transaction of business at any meeting of the Board of Director, unless the Articles of Incorporation of the Act require a greater number for a quorum.
 
Any amendment to this quorum requirement is subject to the provisions of§ 3.8 of this Article 3.
 
Once a quorum has been established at a duly organized meeting, the Board of Directors may continue to transact corporate business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.
 
3.7 Actions by Directors.
 
The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors, unless the Articles of Incorporation or the Act requires a greater percentage. Any amendment which changes the number of directors needed to take action is subject to the provisions of§ 3.8 of this Article 3.
 
Unless the Articles of Incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during

 
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the meeting. Minutes of any such meeting shall be prepared and entered into the record of the corporation. A director participating in a meeting by this means is deemed to be present in person at the meeting.
 
A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within 24 hours after adjournment of the meeting. The right of dissent or abstention is not available to a director who voted in favor of the action taken.
 
3.8 Established a 11 Supermajorit y 11 Quorum or Voting Requirement for the Board of Directors.
 
For purposes of this§ 3.8, a "supermajority" quorum is a requirement that more than a majority of the directors in office constitute a quorum; and a "supermajority" voting requirement is one which requires the vote of more than a majority of those directors present at a meeting at which a quorum is present to be the act of the directors.
 
A Bylaw that fl.Xes a supermajority quorum or supermajortity voting requirement may be amended or repealed:
 
(1) if originally adopted by the shareholders, only by the shareholders (unless otherwise provided by the shareholders); or
 
(2) if originally adopted by the Board of Directors, either by the shareholders or by the Board of Directors.
 
A Bylaw adopted or amended by the shareholders . that fl.Xes a supermajority quorum or supermajority voting requirement for the Board of Directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the Board of Directors.
 
Subject to the provisions of the preceding paragraph, action by the Board of Directors to adopt, amend, or repeal a Bylaw that changes the quorum or voting requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
 
3.9 Director Action Without a Meeting.
 
Unless the Articles of Incorporation provide otherwise, any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the

 
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directors sign a written consent describing the action taken. Such consents shall be filed with the records of the Corporation. Action taken by consent is effective when the last director signs the consent has the effect of a vote at a duly noticed and conducted meeting of the Board of Directors and may be described as such in any document.
 
3.10 Removal of Directors.
 
The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the Articles of Incorporation provide that directors may only be removed for cause. If cumulative voting is not authorized, a director may be removed only by the vote of shareholders representing not less than 2/3 of the issued and outstanding capital stock entitled to voting power, as required by statute.
 
3.11 Board of Director Vacancies.
 
Unless the Articles of Incorporation provide otherwise, if a vacancy occurs on the Board of Directors, excluding a vacancy resulting from an increase in the number of directors, the director(s) remaining in office shall fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
 
If a vacancy results from an increase in the number of directors, the Board may fill the vacancy accordingly.
 
A vacancy that will occur at a specific later date (by reason of a recognition effective at a later date) may be filled by the Board of Directors before the vacancy occurs, but the new director may not take office until the vacancy occurs.
 
The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.
 
3.12 Director Compensation.
 
Unless otherwise provided in the Articles of Incorporation, by resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a director of a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

 
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3.13 Director Committees.
 
(a) Creation of Committees . Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors.
 
(b) Selection of Members . The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the Articles of Incorporation to take such action.
 
(c) Required Procedures. §§ 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of this Article 3 apply to committees and their members.
 
(d) Authority. Unless limited by the Articles of Incorporation or the Act, each committee may exercise those aspects of the authority of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee. Provided, however, a committee may not:
 
(1) authorize distributions to shareholders;
 
(2) approve or propose to shareholders any action that the Act requires be approved by shareholders;
 
(3) fill vacancies on the Board of Directors or on any of its committees;
 
(4) amend the Articles of Incorporation; (5) adopt, amend, or repeal Bylaws;
 
(6) approve a plan of merger not requiring shareholder approval;
 
(7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
 
(8) authorize or approve the issuance or sale, or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares except that the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.

 
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ARTICLE 4
OFFICERS
 
4.1 Designation of Officers.
 
The officers of the Corporation shall be a president, a secretary, and a treasurer, each of whom shall be appointed by the Board of Directors. Such other officers and assistant officers as may be deemed necessary, including any vice-presidents, may be appointed by the Board of Director. The same individual may simultaneously hold more than one office in the Corporation.
 
4.2 Appointment and Term of Office.
 
The officers of the Corporation shall be appointed by the Board of Directors for a term as determined by the Board of Directors. If no term is specified, they shall hold office until the first meeting of the directors held after the next annual meeting of shareholders. If the appointment of officers is not made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until his successor has been duly appointed and qualified, until his death, or until he resigns or has been removed in the manner provided in§ 4.3 of this Article 4.
 
The designation of a specified term does not grant to the officer any contract rights, and the Board of Directors can remove the officer at any time prior to the termination of such term.
Appointment of an officer shall not of itself create any contract rights.
 
4.3 Removal of Officers.
 
Any officer may be removed by the Board of Directors at any time, with or without cause. Such removal shall be without prejudice to the contracts rights, if any, of the person so removed.
 
4.4 President.
 
The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall generally supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders. He may sign, with the Secretary or any other proper officer of the Corporation thereunto duly authorized by the Board of Directors, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall generally perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

 
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4.5 Vice-President.
 
If appointed, in the absence of the President or in the event of the President's death, inability or refusal to act, the Vice-President, (or in the event there be more than one vice­ president, the vice-presidents in the order designated at the time if their election, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If there is no Vice-President, then the Treasurer shall perform such duties of the President. Any vice-president may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation the issuance of which have been authorized by resolution of the Board of Directors. A Vice-President shall perform such other duties as, from time to time, may be assigned to him by the President or by the Board of Directors.
 
4.6 Secretary.
 
The Secretary shall (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are fully given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of any seal of the corporation and, if there is a seal of the corporation, see that it is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the Corporation; (e) keep a register of the post office address of each shareholder, as provided to the Secretary by the shareholders; (f) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which has been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) generally perform all duties incident to the office of Secretary and such other duties, as from time to time, may be assigned to him by the President or by the Board of Directors.
 
4.7 Treasurer.
 
The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as may be selected by the Board of Directors; and (c) generally perform all of the duties incident to the office of Treasurer and such other duties, as from time to time, may be assigned to him by the President or by the Board of Directors.
 
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

 
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4.8 Assistant Secretaries and Assistant Treasurers.
 
The Assistant Secretarie(s), when authorized by the Board of Directors, may sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which has been authorized by a resolution of the Board of Directors. The Assistant Treasurer(s) shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, generally, shall perform such duties as may be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
 
4.9 Salaries.
 
The salaries of the officers, if any, shall be fixed, from time to time, by the Board of Directors.
 
ARTICLE 5
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES
 
5.1 Indemnification of Officers, Directors, Employees and Ag ents.
 
Unless otherwise provided in the Articles of Incorporation, the Corporation shall indemnify any individual made a party to a proceeding because they are or were an officer, director, employee or agent of the Corporation against liability incurred in the proceeding, all pursuant to and consistent with the provisions of NRS 78.751, as amended, from time to time.
 
5.2 Advance Expenses for Officers and Directors.
 
The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation as they are incurred and in advance of the fmal disposition of the action, suit or proceeding, but only after receipt by the Corporation of an undertaking by or on behalf of the officer of director on terms set by the Board of Directors, to repay the expenses advanced if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation.
 
5.3 Scope of Indemnification.
 
The indemnification permit ted herein is intended to be to the fullest extent permissible under the laws of the State of Nevada, and any· amendments thereto.

 
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ARTICLE 6
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
 
(a) Content.
 
Certificates representing shares of the Corporation shall, at minimum, state on their face the name of the issuing corporation; that the corporation is formed under the laws of the State of Nevada; the name of the person to whom issued; the certificate number; class and par value of shares; and the designation of the series, if any, the certificate represents. The form of the certificate shall be as determined by the Board of Directors. Such certificates shall be signed (either manually or by facsimile) by the President or a vice-president and by the Secretary or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified.
 
(b) Legend as to Class or Series.
 
If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) must be summarized on the front or back of the certificate indicating that the Corporation will furnish the shareholder this information on request in writing and without charge.
 
(c) Shareholder List.
 
The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.
 
(d) Transferring Shares.
 
All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms as the Board of Directors may prescribe, including indemnification of the Corporation and bond requirements.

 
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6.2 Registration of the Transfer of Shares.
 
Registration of the transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation. I n order to register a transfer, the record owner shall surrender the share certificate to the Corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsement are genuine and effective. Unless the Corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the Corporation as the owner, the person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
 
6.3 Restrictions on Transfer of Shares Permitted.
 
The Board of Directors may impose restrictions on the transfer or registration of transfer of shares, including any security convertible into, or carrying a right to subscribe for or acquire shares. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
 
A restriction on the transfer or registration of transfer of shares may be authorized:
 
(1) to maintain the Corporations status when it is dependent on the number or identity of its shareholders;
 
(2) to preserve exemptions under federal or state securities law; or
 
(3) for any other reasonable purpose.
 
A restriction on the transfer or registration of transfer of shares may:
   
(1) obligate the shareholder first to offer the Corporation or other persons(separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
   
(2) obligate the Corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
   
(3) require the Corporation, the holders or any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
   
(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

 
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A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this § 6.3 and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
 
6.4 Acquisition of Shares.
 
The Corporation may acquire its own shares and unless otherwise provided in the Articles of Incorporation, the shares so acquired constitute authorized but unissued shares.
 
If the Articles of Incorporation prohibit the reissue of shares acquired by the Corporation, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the Articles of Incorporation, which amendment shall be adopted by the shareholders, or the Board of Directors without shareholder action (if permitted by the Act). The amendment must be delivered to the Secretary of State and must set forth:
 
( 1) the name of the Corporation;
 
(2) the reduction in the number of authorized shares, itemized by class and series; and
 
(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
 
 
ARTICLE 7
DISTRIBUTIONS
7.1 Distributions .
 
The Board of Directors may authorize, and the Corporation may make distributions (including dividends on its outstanding shares) in the manner and upon the terms and conditions provided by law.
 
ARTICLE 8
CORPORATE SEAL
 
8.1 Corporate Seal.
 
The Board of Directors may adopt a corporate seal which may be circular in form and have inscribed thereon any designation, including the name of the Corporation, Nevada as the State of incorporation, and the words "Corporate Seal."

 
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ARTICLE 9
EMERGENCY BYLAWS
 
9.1 Emer g ency Bylaws.
 
Unless the Articles of Incorporation provide otherwise, the following provisions shall be effective during an emergency, which is defined as a time when a quorum of the Corporations directors cannot be readily assembled because of some catastrophic event. During such emergency:
 
(a) Notice of Board Meetings.
Any one member of the Board of Directors or any one of the following officers: President, any Vice-President, Secretary, or Treasurer, may call a meeting of the Board of Directors. Notice of such meeting need be given only to these directors whom it is practicable to reach, and may be given in any practicable manner, including by publication and radio. Such notice shall be given at least six hours prior to commencement of the meeting.
 
(b) Temporary Directors and Quorum.
One or more officers of the Corporation present at the emergency board meeting, as is necessary to achieve a quorum, shall be considered to be directors for the meeting, and shall so serve in order of rank, and within the same rank, in order of seniority. In the event that less than a quorum (as determined by § 3.6 of Article 3) of the directors are present (including any officers who are to serve as directors for the meeting), those directors present (including the officers serving as directors) shall constitute a quorum.
 
(c) Actions Permitted to be Taken.
The Board of Directors, as constituted in paragraph (b), and after notice as set forth in paragraph (a), may:
 
(1) Officers' Powers
Prescribe emergency powers to any officer of the Corporation;
 
(2) Delegation of any Power
Delegate to any officer or director, any of the powers of the Board of Directors;

 
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(3) Lines of Succession
Designate lines of succession of officers and agents, in the event that any of them are unable to discharge their duties;
 
(4) Relocate Principal Place of Business
Relocate the principal place of business, or designate successive or simultaneous principal places of business;
 
(5) All Other Action
Take any other action which is convenient, helpful, or necessary to carry on the business of the Corporation.
 
ARTICLE 10
AMENDMENTS
 
10.1 Amendments.
 
The Board of Directors  may amend or repeal the Corporations Bylaws unless:
 
 
(1) the Articles of Incorporation or the Act reserve this power exclusively to the shareholders, in whole or part; or
 
 
(2) the shareholders, in adopting, amending, or repealing a particular Bylaw, provide expressly that the Board of Directors may not amend or repeal that Bylaw; or
 
 
(3) the Bylaw either establishes, amends or deletes a "supermajority" shareholder quorum or voting requirement, as defined in§ 2.8 of Article 2.
 
Any amendment which changes the voting or quorum requirement for the Board of Directors must comply with§ 3.8 of Article 3, and for the shareholders, must comply with§ 2.8 of Article 2.
 
CERTIFICATE OF SECRETARY
 
I hereby certify that I am the Secretary of New Century Resources Corporation and that the foregoing Bylaws, consisting of 24 pages, constitutes the Code of New Century Resources Corporation as duly adopted by the Board of Directors of the Corporation on this day of March, 1994.

 
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IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of January, 1994.
 
NEW CENTURY RESOURCES CORPORATION,
a Nevada Corporation
 
BY:  /s/ George Christodoulou
George Christodoulou, President

 
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Exhibit 10.1
 
CONVERTIBLE PROMISSORY NOTE
 

 
$8,500                                                                                                       January 8, 2012
 
 
FOR VALUE RECEIVED, the undersigned, New Century Resources Corporation, a Nevada corporation (“NCR”), promises to pay to the order of George Christodoulou, his successors or assigns (“Christodoulou”) the principal sum of EIGHT THOUSAND FIVE HUNDRED ($8,500.00), together with interest thereon at the rate of 10% per annum at NCRs offices  on or before the expiration of two years from date.
 
Christodoulou shall have the option, at any time, commencing upon the execution hereof to convert the outstanding principal and interest of this Note into fully-paid and nonassessable shares of NCR’s Common Stock. The conversion rate shall be the total principal and accrued interest outstanding or any part thereof as determined solely by Christodoulou, divided by the par value of NCR ($.001).
 
To exercise any conversion, the holder of this Note shall surrender the Note to NCR during usual business hours at the office of NCR, accompanied by a written notice to convert all or a portion of the principal and interest outstanding. NRC then agrees to direct NCR’s transfer agent to issue certificates for the full number of Shares issuable upon conversion or any subsequent conversion under this note to Christodoulou, his nominees, successors or assigns.
 
This Note may not be prepaid in whole or in part, at any time, without the prior written consent of Christodoulou.
 
NCR hereby waives protest, notice of protest, presentment, dishonor and demand. The rights and privileges of Christodoulou under this Note shall inure to the benefit of his successors and assigns. This Note may not be waived, changed, modifies, or discharged orally, but only in writing.
 
IN WITNESS WHEREOF, the undersigned has executed this Convertible Promissory Note as of the date first set forth above.
 
NEW CENTURY RESOURCES CORPORATION
 

 
___________________________
 
By: George Christodoulou
 
Its: President
 
 
 
 

 

Exhibit 10.2
 
CONVERTIBLE PROMISSORY NOTE
 
 
$7,622                                                                                                                 January 8, 2012
 
 
FOR VALUE RECEIVED, the undersigned, New Century Resources Corporation, a Nevada corporation (“NCR”), promises to pay to the order of Robert J. Nielson, his successors or assigns (“Nielson”) the principal sum of SEVEN THOUSAND TWENTY-TWO ($7,622.00), together with interest thereon at the rate of 10% per annum at 986 E Wheeler Farm Cv, Salt Lake City, UT 84121 on or before the expiration of two years from date.
 
Nielson shall have the option, at any time, commencing upon the execution hereof  to convert the outstanding principal and interest of this Note into fully-paid and nonassessable shares of NCR’s Common Stock. The conversion rate shall be the total principal and accrued interest outstanding or any part thereof as determined solely by Nielson, divided by the par value of NCR ($.001).
 
To exercise any conversion, the holder of this Note shall surrender the Note to NCR during usual business hours at the office of NCR, accompanied by a written notice to convert all or a portion of the principal and interest outstanding. NRC then agrees to direct NCR’s transfer agent to issue certificates for the full number of Shares issuable upon conversion or any subsequent conversion under this note to Nielson, his nominees, successors or assigns.
 
This Note may not be prepaid in whole or in part, at any time, without the prior written consent of Nielson.
 
NCR hereby waives protest, notice of protest, presentment, dishonor and demand. The rights and privileges of Nielson under this Note shall inure to the benefit of his successors and assigns. This Note may not be waived, changed, modifies, or discharged orally, but only in writing.
 
IN WITNESS WHEREOF, the undersigned has executed this Convertible Promissory Note as of the date first set forth above.
 
NEW CENTURY RESOURCES CORPORATION
 

 
___________________________
 
By: George Christodoulou
 
Its: President

 
 

 
 

 

Exhibit 10.3
 
CONSULTING AGREEMENT


Agreement entered into this 7 th day of October, 2013, by and between Robert J. Nielson (Nielson) and New Century Resources Corporation (NCR).

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 
1.
NCR desires to retain the services of Nielson and Nielson is desirous of accepting the appointment as an Independent Consultant to NCR.

 
2.
NCR hereby retains Nielson as an Independent Consultant for a period of 1 year from date. The term of this Agreement shall automatically be extended for additional one-year periods from the date of this Agreement, and on each subsequent anniversary date under the same terms and conditions set forth herein unless NCR gives the Nielson written notice that it does not wish to extend the term of this Agreement delivered not less than 30 days prior to the anniversary date.

 
3.
NCR agrees to pay Nielson as compensation on a monthly basis the sum of $3,000 per month, Nielson understands and acknowledges the current financial position of NCR and agrees to have the foregoing compensation accrued for up to any period not exceeding three months time.

 
4.
Nielson agrees to act at the direction of Management of NCR and its Board of Directors; to handle such matters that require financial statement preparation for NCR, legal representation, SEC compliance, SEC filings, state and federal compliance and such other matters assigned to Nielson by Management or the Board, and to otherwise devote his attention, time, knowledge and skills on an “as needed” basis, and shall at all times do so in good faith, with best efforts, and to the reasonable satisfaction of NCR.
 
 
5.
This Agreement may not be terminated, except for misconduct or gross negligence on the part of Nielson or NCR, or in the event of death or disability, for a period of 1 year, and may otherwise not be modified or amended except in writing by both parties hereto.

 
6.
Nielson shall be entitled to reimbursement of expenses authorized and reasonable incurred in the performance of his duties and functions under this Agreement. In order to receive reimbursement, Nielson must provide NCR with an itemized account of all expenditures, along with suitable receipts therefore. NCR agrees to reimburse Nielson for all such expenditures within 15 days of submittal of receipts for same.

 
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7.
In the event NCR adopts an employee stock option plan, bonus plan, profit sharing arrangement or retirement benefits, the same shall be made available to Nielson on the same basis.

 
8.
Nielson agrees not to disclose or communicate, in any manner, proprietary information about NCR, its operation, processes, formulas, clientele, or any other proprietary information that relate to the business of NCR including, but not limited to, the names of its customers, its marketing strategy, operations, or any other information of any kind which would be deemed confidential, a trade secret, a secret formula or of any information made the subject of a  Confidentiality and Non-Disclosure Agreement. Nielson understands that any breach of this provision would constitute misconduct and be a material breach of this Agreement. To the extent Nielson feels that he needs to disclose confidential information; he may do so only after being authorized to do so in writing by NCR.

 
9.
Nielson agrees to adhere to all those lawful policies, procedures, rules and regulations set forth by NCR. To the extent that NCR’s policies, procedures, rules and regulations conflict with the terms of this Agreement, the specific terms of this Agreement will control.

 
10.
Nielson agrees that all those records and accounts maintained during the course of employment are the property of NCR, shall remain current and be maintained at NCRs place of business. NCR represents and warrants that this Agreement and the execution hereof has been duly authorized by its Board of Directors at a Special Meeting thereof held on the 7 th day of October, 2013.

 
11.
Nielson hereby agrees to indemnify, defend, save, and hold harmless NCR, shareholders, officers, directors, and other NCR agents, from and against all claims, liabilities, causes of action, damages, judgments, attorneys fees, court costs, and expenses which NCR may incur as a result of the claim for gross negligence or misconduct of Nielson related to Nielsons performance of this Agreement, failure to perform job functions or duties as required, or while engaging in any activity outside the scope of this Agreement, before, during and after the termination of this Agreement. Nielson understands that this obligation of indemnification survives the expiration or termination of this Agreement. Nielson and NCR agree to first mediate and then submit to binding arbitration any claims each may have against the other, of any nature whatsoever, other than those prohibited by law, pursuant to the rule of the American Arbitration Association.

 
12.
NCR and Nielson agree that should any action, claim or litigation be instituted by either party against the other, that the prevailing party will be entitled to all of its expenses related to such action, claim or litigation including, but not limited to, reasonable attorney’s fees and costs, both before and after judgment.

 
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13.
Nielson agrees that any notices that are required to be given under this Agreement shall be given in writing and shall be deemed to have been duly given or delivered when, sent by certified mail, return receipt requested, to the principal place of business for NCR or residence of Nielson, which is: 986 E Wheeler Farm Cv, Salt Lake City, UT 84121.

 
14.
This Agreement supersedes any and all prior Agreements or understandings between the parties. No other agreements, covenants, representations, or warranties, express or implied, oral or written, may be relied upon have been made by the parties concerning this Agreement.

WHEREFORE, the parties have executed this Agreement as of the date first above written.



________________________________
Robert J. Nielson, Consultant

NEW CENTURY RESOURCES CORPORATION



________________________________
By: George Christodoulou, President

 
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 
We consent to the inclusion in the Prospectus, of which this Registration Statement on Form 10 is a part, of the report dated February 24, 2014 relative to the financial statements of New Century Resources Corporation as of December 31, 2013 and for the period January 1, 2005 (re-entry in development stage) through December 31, 2013.
 
 
We also consent to the reference to our firm under the caption "Experts" in such Registration Statement.
 
 
Messineo & Co, CPAs LLC
Clearwater, Florida
October 6, 2014