Legacy Education Alliance, Inc. - Quarter Report: 2014 June (Form 10-Q)

f10q0614_pricedincorp.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended: June 30, 2014

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

For the transition period from to

Commission File Number: 333-184897

PRICED IN CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		39-2079974
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

154 Thames Street, Newport, Rhode Island		02840
(Address of principal executive offices)		(Zip Code)

	877-435-5998
	(Registrant’s telephone number, including area code)

	6110 Coxswain Crescent, Toronto, ON, Canada L5V-2Z8
	(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

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

Class		Shares outstanding as of August 14, 2014
Common stock, $0.001 par value		12,750,000

TABLE OF CONTENTS

	PART I-Financial Information

Item 1.	Financial Statements (unaudited)	1

	Consolidated Balance Sheets	2

	Consolidated Statements of Operations	3

	Consolidated Statements of Cash Flows	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4.	Controls and Procedures	8

	PART II-Other Information

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3	Defaults upon Senior securities	9

Item 4	Mine Safety Disclosure	9

Item 5.	Other Information	9

Item 6.	Exhibits	9

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Priced In Corp

June 30, 2014

(Unaudited)

Index

Balance Sheets	2

Statement of Expenses	3

Statement of Cash Flows	4

Notes to the Financial Statements	5

Priced In Corp

Balance Sheets

(Unaudited)

ASSETS	June 30, 2014			September 30, 2013

Current Assets

Cash	$	2,382		$	14,060

Total Current Assets	$	2,382		$	14,060


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Accrued liabilities	$	12,000		$	7,500
Due to related parties		6			6

Total Current Liabilities		12,006			7,506


Stockholders’ Equity (Deficit)

Common stock Authorized: 75,000,000 shares, par value $0.001 7,750,000 and 5,000,000 share issued and outstanding; respectively		7,750			5,000

Additional paid-in capital		69,750			45,000

Accumulated deficit		(87,124	)		(43,446	)

Total Stockholders’ Equity (Deficit)		(9,624	)		6,554

Total Liabilities and Stockholders’ Equity (Deficit)	$	2,382		$	14,060

The accompanying notes are an integral part of these unaudited financial statements

Priced In Corp

Statement of Expenses

(Unaudited)

	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Nine Months Ended June 30, 2014			Nine Months Ended June 30, 2013

Expenses

General and administrative	$	21,406		$	11,627		$	43,678		$	27,232

Total Operating Expenses		21,406			11,627			43,678			27,232

Net Loss	$	(21,406	)	$	(11,627	)	$	(43,678	)	$	(27,232	)

Net Loss Per Share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	( 0.00	)

Weighted Average Shares Outstanding		7,750,000			5,000,000			7,772,810			5,000,000

The accompanying notes are an integral part of these unaudited financial statements

Priced In Corp

Statement of Cash Flows

(Unaudited)

	Nine Months Ended June 30, 2014			Nine Months Ended June 30, 2013


Operating Activities

Net loss for the period	$	(43,678	)	$	(27,232	)

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:
Accounts payable		-			4,000
Accrued expenses		4,500			4,500

Net cash used in operating activities		(39,178	)		(18,732	)

Financing Activities

Proceeds from issuance of common stock		37,500			-
Cancellation of common stock		(10,000	)

Net Cash Provided by Financing Activities		27,500			-

Net Increase in Cash		(11,678	)		(18,732	)

Cash, Beginning of Period		14,060			41,078

Cash, End of Period		2,382			22,346

Supplemental Disclosures

Interest paid	$	-		$	-
Income taxes paid		-			-

The accompanying notes are an integral part of these unaudited financial statements

1. Nature of Business and Basis of Presentation

Priced In Corp. (the “Company”) was incorporated in the state of Nevada on November 23, 2010.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K, have been omitted.

The company has limited operations and is considered to be in the development stage. In the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

2. Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. During the period ended June 30, 2014, the Company has an accumulated deficit of $87,124. The Company is in the business of developing a website that will aggregates group buying offers from Groupon, Social Living and other sites. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Related Party Transactions

As at June 30, 2014, the Company was indebted to the former President of the Company in the amount of $6, which is non-interest bearing, unsecured, and due on demand.

4. Common Stock

During October 2013, the Company issued 3,250,000 common shares at $0.01 per share for proceeds of $32,500.

On November 22, 2013, the Company issued 500,000 common shares at $0.01 per share for proceeds of $5,000.

On November 22, 2013, the Company refunded $10,000 for the cancellation of 1,000,000 common shares at $0.01 per share.

5. Subsequent Event

On July 3, 2014 (the “Closing Date”), the Company (the “Registrant”) entered into an agreement with Captain’s Crew LLC, a Rhode Island limited liability company (“CC”), pursuant to which the Company agreed to sell 5,000,000 shares of its common stock (the “CC Shares”) to CC for $50,000, or $0.01 per share. Funds from the sale of the CC Shares will be utilized to fund expenses of the Registrant.

On the Closing Date, Ken-Muen Le and Natalia Kozioura (the “Selling Stockholders”), the owners of an aggregate of 4,500,000 shares of common stock of the Registrant (the “SS Shares”), representing approximately 35.3% of the issued and outstanding common stock of the Registrant (after taking into account the sale and issuance of the CC Shares), entered into and performed a Securities Purchase Agreement, pursuant to which the Selling Stockholders sold the SS Shares to CC for aggregate consideration of $334,500, or approximately $0.074 per share. Upon completion of the purchase of the CC Shares and SS Shares, CC owned 9,500,000 shares, or approximately 74.5%, of the Registrant’s common stock.

CC is 100% owned and managed by Jay Lasky. Funds utilized for the purchase of the CC Shares and the SS Shares were provided by a number of unaffiliated persons that funded an escrow for the purpose of effecting a change of control of the Registrant in anticipation of a future transaction involving the Registrant (the “Transaction”). Subsequent to the Closing Date, the persons that funded CC also entered into agreements to acquire additional unrestricted shares of the Registrant’s common stock from certain non-affiliate shareholders of the Registrant. It is expected that all CC Shares and SS Shares will be cancelled in connection with the closing of a Transaction.

In accordance with the SPA and the transactions contemplated thereby, effective on the Closing Date (i) Mr. Le resigned as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and as a director of the Registrant; (ii) Ms. Kozioura resigned as a director of the Registrant; and (iii) Mr. Lasky was appointed to serve as the Registrant’s Interim Chief Executive Officer, Chief Financial Officer, Secretary and sole director. Mr. Lasky will not receive any compensation for his service in such capacities. CC, as the Registrant’s majority stockholder, determined it to be in the best interests of the Registrant to appoint a person familiar thereto to serve as the Registrant’s Interim Chief Executive Officer, Chief Financial Officer, Secretary and sole director. It is expected that Mr. Lasky will resign from all of such positions upon the closing of a Transaction.

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

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

Priced In Corp. (“we,” “us,” “our” or the “Company”) was incorporated in the state of Nevada on November 23, 2010.

We were originally organized to develop and operate a website that aggregates group buying deals and allows users to view and link to available group buying deals in their area. We own the domain name pricedin.com, however the website at this address is not yet operational.

However, in light of our recent change of management and ownership as reported in our Current Report on Form 8-K dated July 3, 2014, it is possible that we will forego our initial business plan and seek other opportunities that we believe will maximize value for our shareholders. Such opportunities could include effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Any such transaction could result in a subsequent change in control and could have the effect of diluting the ownership interests of existing shareholders. While we have had discussions with an acquisition target, no definitive agreement has been reached with any entity and there can be no assurance that we will enter into any such agreement.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

●	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We also qualify as a smaller reporting company under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Moreover, as a smaller reporting company and so long as we remain a smaller reporting company, we benefit from similar exemptions and exclusions as an emerging growth company. In the event that we cease to be an emerging growth company as a result of a lapse of the five year period, but continue to be a smaller reporting company, we would continue to be subject to similar exemptions available to emerging growth company until such time as we were no longer a smaller reporting company.

Plan of Operation

While we had previously intended to begin hiring website developers in or about our fourth quarter of 2014, we have not yet embarked on that course of action. Likewise, we have not developed a specification list for features of the website nor have we developed our website as of the date of this Report.

Results of Operations

Comparison of the three and nine months ended June 30, 2014 and 2013

We did not have any revenues from November 23, 2010 (inception) through June 30, 2014. We anticipate that we may incur operating losses in the foreseeable future.

Our operating expenses for the three months ended June 30, 2014 were $21,406, compared to $11,627 for the three months ended June 30, 2013. Our operating expenses for the nine months ended June 30, 2014 were $43,678, compared to $27,232 for the nine months ended June 30, 2013.

For the three months ended June 30, 2014 and 2013 our net loss was $21,406 and $11,627, respectively. For the nine months ended June 30, 2014 and 2013 our net loss was $43,678 and $27,232, respectively.

Capital Resources and Liquidity

As of June 30, 2014 we had $2,382 in cash.

We estimate that we will be able to use the currently available capital resources to develop a first version of our planned website and fund our planned operations, including public company reporting costs, for the next twelve months. We believe we will be able to generate referral revenue within 120 days of the launch of our website. If we exhausted our currently available capital resources and do not generate sufficient revenue to support our planned operations, we will need to obtain additional financing. We are not certain that we will be able to obtain additional financing on favorable terms, if at all. If we need additional capital and cannot raise it on acceptable terms, we will have to cease our operations.

We do not anticipate researching any further products or services nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees other than those noted above in the section titled Plan of Operation.

During the period ended June 30, 2014, the Company has an accumulated deficit of $87,124. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2014 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - Other Information

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in our Prospectus dated April 8, 2013 which could materially affect our business, financial condition or future results. The risks described in our Prospectus date April 8, 2013 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

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

None.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosure

None.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. (Filed herewith)
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. (Filed herewith)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Filed herewith)
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Filed herewith)
101 .INS		XBRL Instance Document
101 .SCH		XBRL Taxonomy Schema
101 .CAL		XBRL Taxonomy Calculation Linkbase
101 .DEF		XBRL Definition Linkbase
101 .LAB		Taxonomy Label Linkbase
101 .PRE		XBRL Taxonomy Presentation Linkbase

SIGNATURES

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

	PRICED IN CORP.

Date: August 14, 2014	By:	/s/ Jay Lasky
		Jay Lasky Chief Executive Officer