Florida
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20-3217152
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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PART
1. FINANCIAL INFORMATION
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3
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item
1.
FINANCIAL STATEMENTS
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3
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Balance
Sheets September 30, 2006 and June 30, 2006
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3
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Statements
of Operations for the three months ended September 30, 2006,
the period
from July 22,
2005 (inception) through September 30, 2005, and cumulative from
July 22,
2005 (inception) through September 30, 2006
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4
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Statement
of Changes In Stockholders' Equity for the period from July 22,
2005 (inception) through September 30, 2006
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5
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Statements
of Cash Flows for the three months ended September 30, 2006,
the period
from July 22,
2005 (inception) through September 30, 2005, and cumulative from
July 22,
2005 (inception) through September 30, 2006
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6
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Notes
To Financial Statements
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7
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ITEM
2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
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10
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overview
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10
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results
of operations
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11
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liquidity
and capital resources
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11
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new
accounting pronouncements
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11
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ITEM
3-CONTROLS AND PROCEDURES
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12
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PART
II - OTHER INFORMATION
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13
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item
1.
legal
proceedings
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13
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item
2.
unregistered
sales of equity securities and use of proceeds
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13
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item
3.
defaults
upon senior securities
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13
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item
4.
submission
of matters to a vote of security holders
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13
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item
5.
other
information.
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13
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item
6.
exhibits
and reports on form 8-K
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13
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September
30,
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June
30,
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||||||
2006
|
2006
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||||||
(Unaudited)
|
|
||||||
ASSETS
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|||||||
Cash
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$
|
37,377
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$
|
53,515
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|||
Deposits
on inventories
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70,789
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60,789
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|||||
Other
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7,955
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7,955
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|||||
Total
current assets
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116,121
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122,259
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|||||
Trademark
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325
|
-
|
|||||
Security
deposit
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200
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200
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|||||
Total
assets
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$
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116,646
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$
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122,459
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|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
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|||||||
CURRENT
LIABILITIES
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|||||||
Accounts
payable and accrued expenses
|
$
|
25,713
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$
|
10,000
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|||
STOCKHOLDERS'
EQUITY
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|||||||
Common
stock to be issued, net
|
176,820
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176,820
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|||||
Deficit
accumulated during the development stage
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(85,887
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)
|
(64,361
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)
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|||
Total
stockholders' equity
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90,933
|
112,459
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|||||
Total
liabilities and stockholders' equity
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$
|
116,646
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$
|
122,459
|
|
Three
months ended
|
|
July
22, 2005 (inception) through
|
|
July
22, 2005 (inception) through
|
|
||||
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September
30,
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September
30,
|
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September
30,
|
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|||
|
|
2006
|
|
2005
|
|
2006
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||||
REVENUES
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$
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-
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$
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-
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$
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-
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||||
EXPENSES
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||||||||||
General
and administrative expenses
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21,526
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45,583
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85,887
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|||||||
Loss
before provision for income taxes
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(21,526
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)
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(45,583
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)
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(85,887
|
)
|
||||
Provision
for income taxes
|
-
|
-
|
-
|
|||||||
Net
loss
|
$
|
(21,526
|
)
|
$
|
(45,583
|
)
|
$
|
(85,887
|
)
|
|
Net
loss per share- basic and diluted
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$
|
-0-
|
$
|
-0-
|
$
|
-0-
|
||||
Weighted
average common shares
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20,611,750
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3,864,284
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19,484,439
|
|
|
|
|
|
|
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|||||||
|
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Common
stock to be issued
|
|
Deficit
Accumulated During the |
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Total
Stockholders'
|
|
||||||
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|
Shares
|
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Amount
|
|
Development
Stage
|
|
Equity
|
|||||
Balance,
July 22, 2005 (inception)
|
-
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$
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-
|
$
|
-
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$
|
-
|
||||||
Common
stock to be issued in connection with Incorporation (July 22,
2005)
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4,000,000
|
10,000
|
-
|
10,000
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|||||||||
Common
stock to be issued as compensation - consulting service
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16,150,000
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40,375
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-
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40,375
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|||||||||
Common
stock to be issued - private placement, net of issuance costs of
$58,255
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461,750
|
126,445
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-
|
126,445
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|||||||||
Net
loss
|
-
|
-
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(64,361
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)
|
(64,361
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)
|
|||||||
Balance,
June 30, 2006 (audited)
|
20,611,750
|
176,820
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(64,361
|
)
|
112,459
|
||||||||
Net
loss (unaudited)
|
-
|
-
|
(21,526
|
)
|
(21,526
|
)
|
|||||||
Balance,
September 30, 2006 (unaudited)
|
20,611,750
|
$
|
176,820
|
$
|
(85,887
|
)
|
$
|
90,933
|
Three
months ended
|
July
22, 2005 (inception) through
|
July
22, 2005 (inception) through
|
||||||||
|
September
30,
|
September
30,
|
September
30,
|
|||||||
|
2006
|
2005
|
2005
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
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$
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(21,526
|
)
|
$
|
(45,583
|
)
|
$
|
(85,887
|
)
|
|
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Common
stock to be issued as compensation -
|
||||||||||
Consulting
services
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-
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40,375
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40,375
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|||||||
Changes
in operating assets and liabilites:
|
||||||||||
(Increase)/Decrease
in:
|
||||||||||
Deposit
on inventories
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(10,000
|
)
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-
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(70,789
|
)
|
|||||
Other
|
-
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(2,106
|
)
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(7,955
|
)
|
|||||
Security
deposit
|
-
|
-
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(200
|
)
|
||||||
Increase/(Decrease)
in:
|
||||||||||
Account
payable and accrued expenses
|
15,713
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7,224
|
25,713
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|||||||
Net
cash used in operating activities
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(15,813
|
)
|
(90
|
)
|
(98,743
|
)
|
||||
CASH
FLOW FROM INVESTING ACTIVITIES:
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||||||||||
Trademark
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(325
|
)
|
-
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(325
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)
|
|||||
Net
cash used in investing activities
|
(325
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)
|
-
|
(325
|
)
|
|||||
CASH
FLOW FROM FINANCING ACTIVITIES:
|
||||||||||
Net
proceeds from private placement
|
-
|
-
|
126,445
|
|||||||
Proceeds
from sale of founders shares
|
-
|
10,000
|
10,000
|
|||||||
Loan
officer
|
-
|
1,000
|
-
|
|||||||
Net
cash provied by operating activities
|
-
|
11,000
|
136,445
|
|||||||
NET
(DECREASE)/INCREASE IN CASH
|
(16,138
|
)
|
10,910
|
37,377
|
||||||
CASH,
beginning of period
|
53,515
|
-
|
-
|
|||||||
CASH,
end of period
|
$
|
37,377
|
$
|
10,910
|
$
|
37,377
|
Exhibit
No.
|
Description
of Exhibit
|
3.1
|
Articles of incorporation (1)
|
3.2
|
Bylaws (1)
|
3.3
|
Articles of Amendment to Articles of Incorporation
(1)
|
4.1
|
Copy of common stock certificate (1)
|
31.1
|
Certification
of CEO pursuant to Section 302 of the Sarbanes Oxley Act of
2002
|
31.2
|
Certification
of CFO pursuant to Section 302 of the Sarbanes Oxley Act of
2002
|
32
|
Certification
of CEO and CFO pursuant to Section
906
|