Colambda Technologies, Inc. - Quarter Report: 2015 September (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number 000-29243
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New Century Resources Corporation
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(Name of small business issuer in its charter)
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Nevada
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98-0361773
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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10 Dionysiou Solomou Street
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Leona Building, Suite 501
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2406 Engomi
Nicosia Cyprus
P.O. Box 25631
Nicosia
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(Address of principal executive offices)
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357-2281-6626
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(Registrant’s telephone number)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ].
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ] .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company[x]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
As of November 12, 2015, there were 12,481,724 shares of the registrant’s $0.0001 par value common stock issued and outstanding.
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Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of New Century Resources Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “we”, “us” and “our” are references to New Century Resources Corporation
New Century Resources Corporation
September 30, 2015
Index to Financial Statements
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Contents
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Page(s)
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Condensed Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014
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F-2
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Condensed Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)
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F-3
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Condensed Statement of Cash Flows for the three and nine months ended September 30, 2015 and 2014 (unaudited)
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F-4
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| Notes to the Condensed Financial Statements (unaudited) | F-5 |
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New Century Resources
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Condensed Unaudited Balance Sheets
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September 30,
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December 31,
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2015
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2014
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(Unaudited)
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(Audited)
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ASSETS
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Current assets:
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$ | - | $ | - | ||||
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Total assets
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- | - | ||||||
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LIABILITIES
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Current liabilities:
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Accounts payable and accrued expenses
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10,712 | 8,708 | ||||||
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Advances from stockholders
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34,047 | 16,905 | ||||||
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Accrued interest
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6,016 | 4,809 | ||||||
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Convertible Notes payable
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16,122 | 16,122 | ||||||
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Total liabilities
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$ | 66,897 | $ | 46,544 | ||||
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STOCKHOLDERS' DEFICIT
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Preferred stock, $.001 par value, 50,000,000 authorized; no shares issued
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- | - | ||||||
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Common stock, $.001 par value, 200,000,000 authorized; 12,481,724 and 12,481,724 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
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12,482 | 12,482 | ||||||
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Additional paid in capital
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1,760,158 | 1,760,158 | ||||||
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Accumulated deficit
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(1,839,537 | ) | (1,819,184 | ) | ||||
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Total stockholders' deficit
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(66,897 | ) | (46,544 | ) | ||||
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Total liabilities and stockholders' deficit
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$ | - | $ | - | ||||
See notes to the unaudited condensed financial statements.
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New Century Resources Corporation
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Statements of Operations
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(Unaudited)
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Three Months ended
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Three Months ended
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Nine Months ended
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Nine Months ended
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September 30,
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September 30,
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September 30,
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September 30,
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2015
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2014
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2015
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2014
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Sales
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$ | - | $ | - | $ | - | $ | - | ||||||||
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Cost of Sales
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- | - | - | - | ||||||||||||
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Gross profit
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- | - | - | - | ||||||||||||
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General and administrative expenses:
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Legal and professional fees
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3,910 | 3,173 | 19,146 | 12,036 | ||||||||||||
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Total operating expenses
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3,910 | 3,173 | 19,146 | 12,036 | ||||||||||||
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Loss from operations
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(3,910 | ) | (3,173 | ) | (19,146 | ) | (12,036 | ) | ||||||||
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Other expense:
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Interest expense
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(407 | ) | (407 | ) | (1,207 | ) | (1,207 | ) | ||||||||
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Loss before taxes
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(4,317 | ) | (3,580 | ) | (20,353 | ) | (13,243 | ) | ||||||||
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Provision for taxes on income
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- | - | - | - | ||||||||||||
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Net loss
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$ | (4,317 | ) | $ | (3,580 | ) | $ | (20,353 | ) | $ | (13,243 | ) | ||||
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NET LOSS PER COMMON SHARE
-Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
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Weighted Common Shares Outstanding
-Basic and Diluted
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12,481,724 | 12,481,724 | 12,481,724 | 12,481,724 | ||||||||||||
See notes to the unaudited condensed financial statements.
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New Century Resources
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Statements of Cash Flows
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(Unaudited)
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Nine Months
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Nine Months
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Ended
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Ended
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September 30,
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September 30,
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2015
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2014
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Cash flows from operating activities:
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Net loss
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$ | (20,353 | ) | $ | (13,243 | ) | ||
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Adjustments to reconcile net loss to cash
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provided (used) by operating activities:
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Change in current assets and liabilities:
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Accounts payable and accrued expenses
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3,211 | 1,651 | ||||||
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Net cash flows used in operating activities
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(17,142 | ) | (11,592 | ) | ||||
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Financing Activities:
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Advances from shareholders and related party's
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17,142 | 11,592 | ||||||
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Net cash flows provided financing activities
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17,142 | 11,592 | ||||||
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Net change in cash
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- | - | ||||||
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Cash, beginning of period
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- | - | ||||||
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Cash, end of period
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$ | - | $ | - | ||||
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Supplemental cash flow disclosures:
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Cash paid for interest
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$ | - | $ | - | ||||
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Cash paid for income taxes
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$ | - | $ | - | ||||
See notes to the unaudited condensed financial statements.
New Century Resources Corporation
Notes to Condensed Unaudited 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
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. As of September 30, 2015 and December 31, 2014, the Company had no cash equivalents.
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:
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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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.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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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 accounts payable and advanced from shareholders, 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.
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.
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.
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 September 30, 2015, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 22,137,620 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 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.
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, for the current period, management does not believe that it has met conditions which would subject these financial statements to additional disclosure.
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 September 30, 2015 resulting from a history of net losses and net cash used in operating activities, 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 – Stockholder’s Deficit
Preferred Stock
The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued and 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 and 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. 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 nine months ended September 30, 2015, no shares were issued in satisfaction of payments.
Note 5 – 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 Stockholder
From time to time, stockholders of the Company will make unsecured advances to the Company for working capital purposes. As of September 30, 2015 and 2014, the Company’s stockholders advanced a total of $34,047 and $16,905, respectively. These advances are non-interest bearing and payable on demand.
Convertible Notes Payable
On January 8, 2012, the Company entered into an unsecured 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 Comp’asnpyar value, $0.001. For the three and nine months ended September 30, 2015, 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 is $8,500 as of September 30, 2015 and December 31, 2014, respectively.
On January 8, 2012, the Company entered into an unsecured 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 three and nine months ended September 30, 2015, 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 is $7,622 as of September 30, 2015 and December 31, 2014, respectively.
Note 6 – 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.
The purpose of this discussion is to provide an understanding of the consolidated financial results and condition of New Century Resources Corporation and to also describe the plans for future growth and expansion.
Cautionary Note About Forward-Looking Statements
This Management’s Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties, as well as current expectations and assumptions. From time to time, we may publish forward-looking statements, including those that are contained in this report, relating to such matters as anticipated financial performance, business prospects, acquisition strategies, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, our ability to maintain sufficient working capital, adverse changes in the economy, the ability to attract and maintain key personnel, our ability to implement our business plan. Our actual results could differ materially from those anticipated in these forward-looking statements, including those set forth elsewhere in this report. We assume no obligation to update any such forward-looking statements.
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:
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a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
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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;
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a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
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a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
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a foreign company which may wish an initial entry into the United States securities market;
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a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
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a company seeking one or more of the other perceived benefits of becoming a public company.
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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:
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descriptions of product, service and company history; management resumes;
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financial information;
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available projections with related assumptions upon which they are based;
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an explanation of proprietary products and services;
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evidence of existing patents, trademarks or service marks or rights thereto;
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present and proposed forms of compensation to management;
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a description of transactions between the prospective entity and its affiliates;
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relevant analysis of risks and competitive conditions;
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a financial plan of operation and estimated capital requirements;
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and other information deemed relevant.
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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.
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.
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 December 31, 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.
Liquidity
For the nine months ended September 30, 2015, we had net cash used in operations of $17,142. Net cash provided by financing activities was $17,142 which consisted of advances from a related party.
As of September 30, 2015 and December 31, 2014 we had no assets.
We had total liabilities of $66,897 as of September 30, 2015, which consisted of accounts payable and accrued expenses of $16,728 and notes and advances payable aggregating $50,169.
Capital Resources
The Company has financed its limited operations through funds advanced from its shareholders and directors to meet minimum operating cash requirements. There is no written agreement for future funding.
Results of Operations for the three months ended September 30, 2015 compared to the three months ended September 30, 2014
Our net loss for the three months ended September 30, 2015 was $4,317 which was an increase of $737 over our net loss for the three months ended September 30, 2014, which was $3,580. The increase was due to additional professional fees.
Results of Operations for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014
We had no revenues for the nine months ended September 30, 2015 and September 30, 2014, respectively.
Our net loss for the nine months ended September 30, 2015 was $20,353, which was an increase of $7,110 from our net loss of $13,243for the nine-month period ended September 30, 2014. The difference is due to increases in professional fees.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on March 27, 2015, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
None.
None.
Not Applicable.
None.
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Exhibit Number
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Description of Exhibit
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Filing
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31.01
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith.
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32.01
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CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith.
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101.INS*
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XBRL Instance Document
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Filed herewith.
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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Filed herewith.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith.
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed herewith.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith.
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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEW CENTURY RESOURCES CORPORATION | ||||
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Date
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November 4, 2015
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By:
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/s/ George Christodoulou
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George Christodoulou
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President and Chief Executive Officer and
Chief Financial Officer (Principal Executive
Officer & Principal Financial Officer)
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Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
| NEW CENTURY RESOURCES CORPORATION | ||||
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Date
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November 4, 2015
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By:
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/s/ George Christodoulou
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George Christodoulou
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President and Chief Executive Officer and
Chief Financial Officer (Principal Executive
Officer & Principal Financial Officer)
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