Nevada
|
333-162597
|
27-0611758
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
·
|
Overall we have reviewed over 50 properties or development projects in two countries, the USA and Greece.
|
·
|
The types of properties we have reviewed are residential and commercial.
|
·
|
Overall we have met with many real estate agents in two countries, the USA and Greece.
|
·
|
We have contacted two appraisers, one in the U.S. and another one in Greece. The appraiser we contacted in Greece is able to make appraisals also in Bulgaria and in Romania. In his team he also includes other scientists such as architects, engineers, topographers and seismologists.
|
·
|
Prime Estates will pay GreenEra $5,000 per month for approximately 34 years beginning in April 1, 2011.
|
·
|
Prime Estates will obtain financing sufficient to pay for all costs associated with obtaining the carbon credits, but not to exceed $1.2 million.
|
·
|
GreenEra will be the developer responsible for performing all actions necessary to obtain the credits.
|
·
|
The landowner has the right to veto sales of any credits under $2.00.
|
·
|
If GreenEra is unable to receive a carbon credit certification until December 31, 2013, or cannot sell, convey, assign, lend or sublet, carbon credits or any other rights or products the contract is voided.
|
·
|
We have researched the potential of the carbon credit business, especially for carbon credits that could derive from the preservation of forests.
|
·
|
We track and analyze the carbon credit market on a daily basis in order to develop a sound understanding of the potential for generating income and the associated risks of the market.
|
·
|
We have contacted companies specializing in the field of forest development and carbon credit issuance, in order conduct Project Development Design (PDD) studies.
|
·
|
We are regularly engaged in efforts to receive debt or equity financing for this project.
|
·
|
We continue to seek out relationships with other companies in order to develop collaborations that may minimize risk in our forestland project and/or will provide our company with income.
|
·
|
Marketing management and expansion strategies - The scope of our marketing management and expansion strategies consulting service is to conduct research on specific marketing methods such as bulk SMS (short messaging services) and automated telemarketing, analyze directories with different demographics in different regions, screen different directory providers, and determine the optimal marketing approach for a specific product or service.
|
·
|
Introductory and intermediation services – We introduce to our customers new clients and receive a percentage of sales from its transaction.
|
·
|
Information systems and business management software - The scope of our information system and business management software consulting service is to remotely access a business systems and assess the integrity and capabilities of their current software and information systems, determine whether the systems or software are obsolete or can be updated or modified to perform properly, assess the risks of keeping existing systems, provide solutions such as bridging services and software patches, and determine proper integration methods for new software on current systems or replacing both the information systems and software.
|
·
|
Credit risk and credit management - The scope of our credit risk and credit management consulting services is to provide credit risk research associated with doing business in different countries and across different industries, research the costs associated with insuring that risk, provide a statistical analysis of the credit management and credit risk insurance costs associated with the sale of products and services in different countries and industries, and provide guidance on the management of credit risk.
|
·
|
Remote Online support and remote analysis of information and software systems - We provide remote online support services by providing guidance for technical issues and troubleshooting via telephone and e-mail, and when required, we remotely access our client’s computer systems and networks in order to resolve the technical issues associated with their software or information systems. We do not perform on site technical support services.
|
·
|
Remote analysis of data and accounting software systems - This is a process by which we remotely log in to a client’s information systems and determine the deficiencies of both the information system and the software that manages them. Many outdated information management systems do not have the capacity to deliver real time data for management. We analyze the status of the current systems and recommend different ERP solutions that will meet management’s needs. We also assist in implementing new systems or integrating new software packages that can work with current information systems and produce real time data required by management to make decisions. In some instances we will have to provide bridging services that will allow us to extract data located on older systems and transfer them to the new systems we integrate.
|
·
|
Technical analysis of our client’s telecommunications systems -This entails analyzing the condition of the systems they are currently using, proposing upgrades or replacements options, and assisting with the integration of new systems.
|
·
|
Marketing management and expansion strategies
|
·
|
Introductory and intermediation services
|
·
|
Information systems and business management software
|
·
|
Credit risk and credit management
|
·
|
Remote Online support and remote analysis of information and software systems
|
·
|
Remote analysis of data and accounting software systems
|
·
|
Technical analysis of our client’s telecommunications systems
|
·
|
Amplerissimo provided online support services for its client for the months of January through March in 2013. These services where billed on July 31, 2013. During this period Amplerissimo incurred expenses from a third party that administered the online support services. Our customers have six months to pay us from the date we issue the invoice. We expect to have collected a portion of the invoiced amount before the year end and the remainder of the invoiced amount before the six month time frame we allow for payment. Because of the uncertainty of collectability we deferred recognition of revenue on this project as the criteria for recognition of revenue had not been met as of June 30, 2013.
|
·
|
Amplerissimo provided credit risk and credit management consulting services to its client. Amplerissimo used a third party to complete some aspects of these services which include: the researching of credit risk associated with doing business in different countries and across different industries, research on the costs associated with insuring against different types of credit risk both regionally and across different industries, and statistical analysis of the credit management costs associated with sales derived from doing business in different countries and across different industries. Amplerissimo analyzed this data and research and provided credit risk and credit management consulting services to its client. This project was completed and invoiced on July 31, 2013. While providing these services to our customers we incurred the third party expenses described above. Our customers have six months to pay us from the date we issue the invoice. We expect to have collected a portion of the invoiced amount before the year end and the remainder of the invoiced amount before the six month time frame we allow for payment. Because of the uncertainty of collectability we deferred recognition of revenue on this project as the criteria for recognition of revenue had not been met as of June 30, 2013.
|
·
|
Amplerissimo provided research, statistical analysis, technical assistance, and strategic planning in the fields of marketing, advertising, and the use of automating marketing management systems. While providing these services we incurred third party expenses including: Research and analysis on the effectiveness of different types of automated SMS (short messaging service) providers and different auto dialer machines and software, and statistical analysis of several types of SMS and telephone list sizes and demographics to determine which will be most effective. These projects were completed and invoiced on July 31, 2013. Our customers have six months to pay us from the date we issue the invoice. We expect to have collected a portion of the invoiced amounts before the year end and the remainder of the invoiced amounts before the six month time frame we allow for payment. Because of the uncertainty of collectability we deferred recognition of revenue on this project as the criteria for recognition of revenue had not been met as of June 30, 2013.
|
·
|
Amplerissimo provided remote analysis of data and accounting software systems, software and information system capabilities assessment, technical integration consulting on the implementation of software systems, and information system bridging services. While providing these services Amplerissimo incurred third party expenses which include: remote analysis of existing accounting software systems, technical analysis of accounting system, software installation services, and information bridging services. These projects were completed and invoiced on July 31, 2013. Our customers have six months to pay us from the date we issue the invoice. We expect to have collected a portion of the invoiced amounts before the year end and the remainder of the invoiced amounts before the six month time frame we allow for payment. Because of the uncertainty of collectability we deferred recognition of revenue on this project as the criteria for recognition of revenue had not been met as of June 30, 2013.
|
·
|
each of our directors and named officers prior to the Closing of the Exchange Transaction;
|
·
|
all such directors and executive officers as a group; and
|
·
|
each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.
|
Name and Address of Beneficial Owners of Common Stock
|
Title of Class
|
Amount and Nature of
Beneficial Ownership
|
% of Common Stock2
|
|||||||
Panagiotis Drakopoulos [1]
200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.
|
Common
|
6,316,667
|
24.7
|
%
|
||||||
DIRECTORS AND OFFICERS – TOTAL
|
6,316,667
|
24.7
|
%
|
|||||||
5% SHAREHOLDERS
|
||||||||||
Dynamic Investments, Ltd. [1]
|
Common
|
2,441,894
|
9.5
|
%
|
||||||
Vasileios Mavrogiannis [1]
|
Common
|
6,991,666
|
27.3
|
%
|
||||||
Total of 5% shareholders
|
9,433,560
|
36.9
|
%
|
·
|
each of our directors and named officers prior to the Closing of the Exchange Transaction;
|
·
|
all such directors and executive officers as a group; and
|
·
|
each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.
|
Name and Address of Beneficial Owners of Common Stock1
|
Title of Class
|
Amount and Nature of
Beneficial Ownership
|
% of Common Stock2
|
|||||||
Dimitri Goulielmos [1]
|
Common
|
100,416,000
|
80.0
|
%
|
||||||
Panagiotis Drakopoulos [2]
|
8,758,561
|
07.0
|
%
|
|||||||
200 South Wacker Drive, Suite 3100, Chicago, 60606, IL.
|
||||||||||
DIRECTORS AND OFFICERS – TOTAL
|
109,174,561
|
86.9
|
%
|
|||||||
5% SHAREHOLDERS
|
||||||||||
Vasileios Mavrogiannis [2]
|
Common
|
9,133,580
|
7.3
|
%
|
||||||
Total of 5% shareholders
|
9,133,580
|
7.3
|
%
|
Name
|
Age
|
Position
|
||
Panagiotis Drakopoulos
|
41
|
CEO/Secretary and Director
|
||
Konstantinos Vassilopoulos
|
29
|
CFO and Director
|
Name
|
Age
|
Position
|
||
Dimitrios Goulielmos
|
47
|
CEO and Director
|
||
Panagiotis Drakopoulos
|
41
|
CFO and Director
|
||
Konstantinos Vassilopoulos
|
29
|
Secretary and Director
|
·
|
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
|
·
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
|
·
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
|
·
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
·
|
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
|
·
|
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
|
·
|
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name
|
YE
7/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Vasileios Mavrogiannis1
|
2013
|
25,000 | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||
2012
|
60,000 | - | - | - | - | - | - | 60,000 | ||||||||||||||||||||||||||
Panagiotis Drakopoulos2
|
2013
|
60,000 | - | - | - | - | - | - | 60,000 | |||||||||||||||||||||||||
2012
|
60,000 | - | - | - | - | - | - | 60,000 | ||||||||||||||||||||||||||
Panagiotis Tolis3
|
2013
|
27,500 | - | 70,200 | - | - | - | - | 97,700 | |||||||||||||||||||||||||
Konstantinos Vassilopoulos
|
2013
|
- | - | - | - | - | - | - | - |
1.
|
Mr. Mavrogiannis resigned on January 5, 2013. Although we accrued $25,000 in salary through the date of his resignation, as of the date of this report, this amount and amounts accrued but unpaid as of July 31, 2013, remain unpaid. Mr. Mavrogiannis is due $76,592 as of July 31, 2013.
|
2.
|
Mr. Drakopoulos is the Principal Executive Officer and Board Chairman. Although we accrued $60,000 in salary during the year ended July 31, 2013, as of the date of this report, we made only one cash payment of $20,000 during that period. Through July 31, 2013, we owe Mr. Drakopoulos $95,000.
|
3.
|
Mr. Tolis resigned on July 25, 2013. Although we accrued $27,500 in salary through the date of his resignation, as of the date of this report, we made only one cash payment of $5,000 during that period. Through July 31, 2013, we owe Mr. Tolis $22,500. Moreover the Company agreed to issue and pay Mr. Tolis 180,000 shares of common stock for Directors' annual services.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
No. of Shares or Units of Stock that Have Not Vested
(#)
|
Market Value of Shares or Units of Stock that Have Not Vested
($)
|
Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested
|
||||||||||||||||||||||
Exercisable
|
Un-exercisable
|
|||||||||||||||||||||||||||
Vasileios Mavrogiannis
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Panagiotis Drakopoulos
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Panagiotis Tolis
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Konstantinos Vassilopoulos
|
240,000
|
-
|
$
|
0.10
|
01/05/17
|
-
|
-
|
-
|
DIRECTOR COMPENSATION
|
|||||||||||||||||||||||||
Name
|
Fees Earned
or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||
Vasileios Mavrogiannis
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Panagiotis Drakopoulos
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Panagiotis Tolis
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Konstantinos Vassilopoulos
|
-
|
-
|
24,472
|
-
|
-
|
-
|
24,472
|
1.
|
Mr. Vassilopoulos is the Principal Financial Officer and a Director. He does not receive a cash salary but is due 240,000 options each year for services. The awarding of 240,000 for the year ended July 31, 2013 resulted in a valuation of $43,151 of which $24,472 had been earned as of July 31, 2013.
|
2.
|
Messrs. Mavrogiannis, Drakopoulos, and Tolis received compensation as executives, reported above in “Executive Compensation”.
|
Name
|
YE
12/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Dimitrios Goulielmos
|
2012
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Bid Information*
|
||||||||
Quarter Ended
|
High
|
Low
|
||||||
October 31, 2011
|
$
|
1.2
|
$
|
0.22
|
||||
January 31, 2012
|
0.75
|
0.1
|
||||||
April 30, 2012
|
0.51
|
0.25
|
||||||
July 31, 2012
|
0.39
|
0.08
|
||||||
October 31, 2012
|
$
|
0.39
|
$
|
0.1
|
||||
January 31, 2013
|
0.4
|
0.12
|
||||||
April 30, 2013
|
0.6
|
0.15
|
||||||
July 31, 2013
|
0.6
|
0.25
|
o
|
None of these issuances involved underwriters, underwriting discounts or commissions;
|
o
|
We placed Regulation S required restrictive legends on all certificates issued;
|
o
|
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
|
o
|
No direct selling efforts of the Regulation S offering were made in the United States.
|
o
|
Access to all our books and records.
|
o
|
Access to all material contracts and documents relating to our operations.
|
o
|
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
(a)
|
We may indemnify any person who was or is a party or is threatened to be made a party to any action, except an action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (i) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
|
(b)
|
We may indemnify any person who was or is a party or is threatened to be made a party to any action by us, by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (i) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interest. We may not indemnify him for any claim, issue or matter as to which he has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to us or for amounts paid in settlement to us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
|
(c)
|
To the extent that our director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, we are required to indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense.
|
Name
|
Age
|
Position
|
||
Dimitrios Goulielmos
|
47
|
CEO
|
||
Panagiotis Drakopoulos
|
41
|
CFO
|
||
Konstantinos Vassilopoulos
|
29
|
Secretary
|
Name
|
Age
|
Position
|
||
Dimitrios Goulielmos
|
47
|
Chairman of the Board
|
||
Panagiotis Drakopoulos
|
41
|
Director
|
||
Konstantinos Vassilopoulos
|
29
|
Director
|
Exhibit
|
Description
|
|
2.1
|
Share Exchange Agreement by and among Prime Estates and Developments and Amplerissimo dated September 27, 2013
|
|
3.1
|
Articles of Incorporation of Prime Estates and Developments
|
|
3.2
|
By-Laws of Prime Estates and Developments
|
|
10.1
|
Master Services Agreement dated January 15, 2013 *
|
|
10.2
|
Master Services Agreement dated May 15, 2013 *
|
|
99.1
|
Audited consolidated financial statements of Amplerissimo for the years ended December 31, 2012 and 2011, and unaudited consolidated financial statements for the three and six months ended June 30, 2013 and 2012, and accompanying notes to consolidated financial statements*
|
PRIME ESTATES
&
DEVELOPMENTS, INC.
|
|||
November
14
, 2013
|
By:
|
/s/ Panagiotis Drakopoulos
|
|
Panagiotis Drakopoulos
|
|||
Chief Financial Officer
|
Item
|
Page No.
|
|||
Report of Independent Registered Public Accounting Firm
|
1
|
|||
Balance Sheets as of December 31, 2012 and 2011
|
3
|
|||
Statements of Operations for the years ended December 31, 2012 and 2011 and from Inception (December 8, 2007) to December 31, 2012
|
4
|
|||
Statement of Stockholders' Deficit from Inception (December 8, 2007) to December 31, 2012
|
5
|
|||
Statements of Cash Flows for the years ended December 31, 2012 and 2011 and from Inception (December 8, 2007) to December 31, 2012
|
7
|
|||
Notes to Financial Statements for the years ended December 31, 2012 and 2011
|
8
|
|||
Balance Sheets as of June 30, 2013 and December 31, 2012
|
13
|
|||
Statements of Operations for the six months ended June 30, 2013 and 2012 and from Inception (December 8, 2007) to June 30, 2013
|
14
|
|||
Statement of Stockholders' Deficit from Inception (December 8, 2007) to June 30, 2013
|
15
|
|||
Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and from Inception (December 8, 2007) to June 30, 2013
|
17
|
|||
Notes to Financial Statements for the six months ended June 30, 2013 and 2012
|
18
|
|
December 31,
|
|||||||
|
2012
|
2011
|
||||||
|
||||||||
ASSETS
|
||||||||
Total current assets
|
-
|
-
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
-
|
$
|
-
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,403
|
$
|
917
|
||||
Total current liabilities
|
1,403
|
917
|
||||||
|
||||||||
TOTAL LIABILITIES
|
1,403
|
917
|
||||||
|
||||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Common stock, € 1 par value; 5,000 shares issued and outstanding at December 31, 2011 and 2012
|
$
|
7,317
|
$
|
7,317
|
||||
Additional paid in capital
|
(2,878
|
)
|
(3,795
|
)
|
||||
Unrealized foreign currency gains (losses)
|
(1,254
|
)
|
(306
|
)
|
||||
Deficit accumulated during the development stage
|
(4,588
|
)
|
(4,133
|
)
|
||||
|
||||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
(1,403
|
)
|
(917
|
)
|
||||
|
||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
-
|
$
|
-
|
|
Year Ended December 31,
|
Inception (December 8, 2007) to December 31,
|
||||||||||
|
2012
|
2011
|
2012
|
|||||||||
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||
General and administrative expenses
|
$
|
455
|
$
|
612
|
$
|
4,588
|
||||||
Total operating expenses
|
455
|
612
|
4,588
|
|||||||||
|
||||||||||||
Net income (loss) from operations
|
(455
|
)
|
(612
|
)
|
(4,588
|
)
|
||||||
|
||||||||||||
Net loss
|
(455
|
)
|
(612
|
)
|
(4,588
|
)
|
||||||
|
||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
Unrealized foreign currency gains (losses)
|
(948
|
)
|
(305
|
)
|
(306
|
)
|
||||||
Net comprehensive income (loss)
|
$
|
(1,403
|
)
|
$
|
(917
|
)
|
$
|
(4,894
|
)
|
|||
|
||||||||||||
Net income (loss) per share - basic and diluted
|
$
|
(0.09
|
)
|
$
|
(0.12
|
)
|
||||||
Weighted average number of shares outstanding
|
5,000
|
5,000
|
|
Common Stock
|
Additional Paid In
|
Other Comprehensive
|
Deficit Accumulated During the Development
|
Total
|
|||||||||||||||||||
|
Shares
|
Par Value
|
Capital
|
Income
|
Stage
|
Equity
|
||||||||||||||||||
|
||||||||||||||||||||||||
Inception, December 8, 2007
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||
|
||||||||||||||||||||||||
Issue founder's shares
|
5,000
|
7,317
|
(7,317
|
)
|
-
|
|||||||||||||||||||
Foreign currency translation effect
|
(15
|
)
|
(15
|
)
|
||||||||||||||||||||
Net loss, December 8 to December 31, 2007
|
(980
|
)
|
(980
|
)
|
||||||||||||||||||||
Balance, December 31, 2007
|
5,000
|
7,317
|
(7,317
|
)
|
(15
|
)
|
(980
|
)
|
(995
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
995
|
995
|
||||||||||||||||||||||
Foreign currency translation effect
|
41
|
41
|
||||||||||||||||||||||
Net income
|
(994
|
)
|
(994
|
)
|
||||||||||||||||||||
Balance, December 31, 2008
|
5,000
|
7,317
|
(6,322
|
)
|
26
|
(1,974
|
)
|
(953
|
)
|
|||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
953
|
953
|
||||||||||||||||||||||
Foreign currency translation effect
|
(27
|
)
|
(27
|
)
|
||||||||||||||||||||
Net loss
|
(945
|
)
|
(945
|
)
|
||||||||||||||||||||
Balance, December 31, 2009
|
5,000
|
7,317
|
(5,369
|
)
|
(1
|
)
|
(2,919
|
)
|
(972
|
)
|
|
Common Stock
|
Additional Paid In
|
Other Comprehensive
|
Deficit Accumulated During the Development
|
Total
|
|||||||||||||||||||
|
Shares
|
Par Value
|
Capital
|
Income
|
Stage
|
Equity
|
||||||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
972
|
972
|
||||||||||||||||||||||
Net income
|
(602
|
)
|
(602
|
)
|
||||||||||||||||||||
Balance, December 31, 2010
|
5,000
|
7,317
|
(4,397
|
)
|
(1
|
)
|
(3,521
|
)
|
(602
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
602
|
602
|
||||||||||||||||||||||
Foreign currency translation effect
|
(305
|
)
|
(305
|
)
|
||||||||||||||||||||
Net loss
|
(612
|
)
|
(612
|
)
|
||||||||||||||||||||
Balance, December 31, 2011
|
5,000
|
7,317
|
(3,795
|
)
|
(306
|
)
|
(4,133
|
)
|
(917
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
917
|
917
|
||||||||||||||||||||||
Foreign currency translation effect
|
(948
|
)
|
(948
|
)
|
||||||||||||||||||||
Net loss
|
(455
|
)
|
(455
|
)
|
||||||||||||||||||||
Balance, December 31, 2012
|
5,000
|
$
|
7,317
|
$
|
(2,878
|
)
|
$
|
(1,254
|
)
|
$
|
(4,588
|
)
|
$
|
(1,403
|
)
|
|
Year Ended December 31,
|
Inception (December 8, 2007) to December 31,
|
||||||||||
|
2012
|
2011
|
2012
|
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net income / (loss)
|
$
|
(455
|
)
|
$
|
(612
|
)
|
$
|
(4,588
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Change in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued expenses
|
486
|
315
|
1,403
|
|||||||||
Net cash provided by / (used in) operations
|
31
|
(297
|
)
|
(3,185
|
)
|
|||||||
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Expenses paid by shareholders
|
917
|
602
|
4,439
|
|||||||||
Net cash provided by/(used in) financing activities
|
917
|
602
|
4,439
|
|||||||||
|
||||||||||||
Effect of foreign currency translation
|
(948
|
)
|
(305
|
)
|
(1,254
|
)
|
||||||
|
||||||||||||
Net change in cash and equivalents
|
-
|
-
|
-
|
|||||||||
Cash and equivalents, beginning of period
|
-
|
-
|
-
|
|||||||||
Cash and equivalents, end of period
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
||||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Cash paid for income taxes
|
-
|
-
|
-
|
|||||||||
|
||||||||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
|
||||||||||||
Non-cash founder's shares
|
-
|
-
|
7,317
|
Description
|
Year Ended December 31,
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
|
2012
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
2011
|
-
|
-
|
-
|
|
December 31,
2011
|
December 31,
2012
|
||||||
|
||||||||
Deferred tax asset
|
$
|
413
|
$
|
459
|
||||
Valuation allowance
|
(413
|
)
|
(459
|
)
|
||||
Net deferred tax asset
|
-
|
-
|
·
|
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
|
|
·
|
Provision of Remote Online Support
|
|
June 30,
2013
|
December 31,
2012
|
||||||
|
(Unaudited)
|
|||||||
|
||||||||
ASSETS
|
||||||||
Total current assets
|
-
|
-
|
||||||
|
||||||||
TOTAL ASSETS
|
$
|
-
|
$
|
-
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Accounts payable and accrued expenses
|
$
|
490,478
|
$
|
1,403
|
||||
Total current liabilities
|
490,478
|
1,403
|
||||||
|
||||||||
TOTAL LIABILITIES
|
490,478
|
1,403
|
||||||
|
||||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Common stock, € 1 par value; 5,000 shares issued and outstanding at June 30, 2013 and December 31, 2012
|
$
|
7,317
|
$
|
7,317
|
||||
Additional paid in capital
|
(1,475
|
)
|
(2,878
|
)
|
||||
Unrealized foreign currency gains (losses)
|
1,986
|
(1,254
|
)
|
|||||
Deficit accumulated during the development stage
|
(498,306
|
)
|
(4,588
|
)
|
||||
|
||||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
(490,478
|
)
|
(1,403
|
)
|
||||
|
||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
-
|
$
|
-
|
|
Six Months Ended June 30,
|
Inception (December 8, 2007) to June 30,
|
||||||||||
|
2013
|
2012
|
2013
|
|||||||||
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||
General and administrative expenses
|
$
|
493,718
|
$
|
-
|
$
|
498,306
|
||||||
Total operating expenses
|
493,718
|
-
|
498,306
|
|||||||||
|
||||||||||||
Net income (loss) from operations
|
(493,718
|
)
|
-
|
(498,306
|
)
|
|||||||
|
||||||||||||
Net loss
|
(493,718
|
)
|
-
|
(498,306
|
)
|
|||||||
|
||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
Unrealized foreign currency gains (losses)
|
3,240
|
(890
|
)
|
2,934
|
||||||||
Net comprehensive income (loss)
|
$
|
(490,478
|
)
|
$
|
(890
|
)
|
$
|
(495,372
|
)
|
|||
|
||||||||||||
Net income (loss) per share - basic and diluted
|
$
|
(98.74
|
)
|
$
|
-
|
|||||||
Weighted average number of shares outstanding
|
5,000
|
5,000
|
|
Common Stock
|
Additional Paid In
|
Other Comprehensive
|
Deficit Accumulated During the Development
|
Total
|
|||||||||||||||||||
|
Shares
|
Par Value
|
Capital
|
Income
|
Stage
|
Equity
|
||||||||||||||||||
|
||||||||||||||||||||||||
Inception, December 8, 2007
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||
|
||||||||||||||||||||||||
Issue founder's shares
|
5,000
|
7,317
|
(7,317
|
)
|
-
|
|||||||||||||||||||
Foreign currency translation effect
|
(15
|
)
|
(15
|
)
|
||||||||||||||||||||
Net loss, December 8 to December 31, 2007
|
(980
|
)
|
(980
|
)
|
||||||||||||||||||||
Balance, December 31, 2007
|
5,000
|
7,317
|
(7,317
|
)
|
(15
|
)
|
(980
|
)
|
(995
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
995
|
995
|
||||||||||||||||||||||
Foreign currency translation effect
|
41
|
41
|
||||||||||||||||||||||
Net income
|
(994
|
)
|
(994
|
)
|
||||||||||||||||||||
Balance, December 31, 2008
|
5,000
|
7,317
|
(6,322
|
)
|
26
|
(1,974
|
)
|
(953
|
)
|
|||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
953
|
953
|
||||||||||||||||||||||
Foreign currency translation effect
|
(27
|
)
|
(27
|
)
|
||||||||||||||||||||
Net loss
|
(945
|
)
|
(945
|
)
|
||||||||||||||||||||
Balance, December 31, 2009
|
5,000
|
7,317
|
(5,369
|
)
|
(1
|
)
|
(2,919
|
)
|
(972
|
)
|
|
Common Stock
|
Additional Paid In
|
Other Comprehensive
|
Deficit Accumulated During the Development
|
Total
|
|||||||||||||||||||
|
Shares
|
Par Value
|
Capital
|
Income
|
Stage
|
Equity
|
||||||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
972
|
972
|
||||||||||||||||||||||
Net income
|
(602
|
)
|
(602
|
)
|
||||||||||||||||||||
Balance, December 31, 2010
|
5,000
|
7,317
|
(4,397
|
)
|
(1
|
)
|
(3,521
|
)
|
(602
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
602
|
602
|
||||||||||||||||||||||
Foreign currency translation effect
|
(305
|
)
|
(305
|
)
|
||||||||||||||||||||
Net loss
|
(612
|
)
|
(612
|
)
|
||||||||||||||||||||
Balance, December 31, 2011
|
5,000
|
7,317
|
(3,795
|
)
|
(306
|
)
|
(4,133
|
)
|
(917
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
917
|
917
|
||||||||||||||||||||||
Foreign currency translation effect
|
(948
|
)
|
(948
|
)
|
||||||||||||||||||||
Net loss
|
(455
|
)
|
(455
|
)
|
||||||||||||||||||||
Balance, December 31, 2012
|
5,000
|
$
|
7,317
|
$
|
(2,878
|
)
|
$
|
(1,254
|
)
|
$
|
(4,588
|
)
|
$
|
(1,403
|
)
|
|||||||||
|
||||||||||||||||||||||||
Expenses paid by shareholders
|
1,403
|
1,403
|
||||||||||||||||||||||
Foreign currency translation effect
|
3,240
|
3,240
|
||||||||||||||||||||||
Net loss
|
(493,718
|
)
|
(493,718
|
)
|
||||||||||||||||||||
Balance, June 30, 2013
|
5,000
|
$
|
7,317
|
$
|
(1,475
|
)
|
$
|
1,986
|
$
|
(498,306
|
)
|
$
|
(490,478
|
)
|
Six Months Ended June 30, 2013
|
Six Months Ended June 30, 2012
|
Inception (December 8, 2007) to June 30, 2013
|
||||||||||
|
||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net income / (loss)
|
$
|
(493,718
|
)
|
$
|
-
|
$
|
(498,306
|
)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Change in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued expenses
|
489,075
|
(27
|
)
|
490,478
|
||||||||
|
||||||||||||
Net cash provided by / (used in) operations
|
(4,643
|
)
|
(27
|
)
|
(7,828
|
)
|
||||||
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Expenses paid by shareholders
|
1,403
|
917
|
5,842
|
|||||||||
Net cash provided by/(used in) financing activities
|
1,403
|
917
|
5,842
|
|||||||||
|
||||||||||||
Effect of foreign currency translation
|
3,240
|
(890
|
)
|
1,986
|
||||||||
|
||||||||||||
Net change in cash and equivalents
|
-
|
-
|
-
|
|||||||||
Cash and equivalents, beginning of period
|
-
|
-
|
-
|
|||||||||
Cash and equivalents, end of period
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
||||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Cash paid for income taxes
|
-
|
-
|
-
|
Description
|
Period
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
|
June 30, 2013
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
December 31, 2012
|
-
|
-
|
-
|
|
June 30,
2013
|
December 31,
2012
|
||||||
|
(Unaudited)
|
|||||||
|
||||||||
Deferred tax asset
|
$
|
49,831
|
$
|
459
|
||||
Valuation allowance
|
(49,831
|
)
|
(459
|
)
|
||||
Net deferred tax asset
|
-
|
-
|
·
|
Providing representation through provision of consulting services to various sectors, primarily communications and Hi-Tech industries
|
·
|
Provision of Remote Online Support
|