Document and Entity Information
Document and Entity Information
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3 Months Ended | |
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Aug. 31, 2012
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Oct. 09, 2012
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Document And Entity Information | ||
Entity Registrant Name | ON-AIR IMPACT, INC. | |
Entity Central Index Key | 0001493174 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2012 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,142,500 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2013 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) (USD $)
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Aug. 31, 2012
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May 31, 2012
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Current assets | ||
Cash | $ 1,827 | $ 1,589 |
Total current assets | 1,827 | 1,589 |
Total assets | 1,827 | 1,589 |
Current liabilities | ||
Accounts payable | 8,955 | 8,500 |
Due to related party | 9,226 | 6,226 |
Total current liabilities | 18,181 | 14,726 |
Stockholders' equity (deficit) | ||
Preferred stock, $.0001 par value, authorized 10,000,000 shares, none issued | ||
Common stock, $.0001 par value, authorized 100,000,000 shares; 10,142,500 and $10,005,000 issued and outstanding | 1,014 | 1,014 |
Additional paid-in capital | 23,236 | 23,236 |
Deficit accumulated during the development stage | (40,604) | (37,387) |
Total stockholders' equity (deficit) | (16,354) | (13,137) |
Total liabilities and stockholders' equity (deficit) | $ 1,827 | $ 1,589 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) (USD $)
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Aug. 31, 2012
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May 31, 2012
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Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,142,500 | 10,005,000 |
Common stock, shares outstanding | 10,142,500 | 10,005,000 |
Statements of Operations (Unaudited)
Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 27 Months Ended | |
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Aug. 31, 2012
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Aug. 31, 2011
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Aug. 31, 2012
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Income Statement [Abstract] | |||
Revenue | |||
Cost of goods sold | |||
Gross profit | |||
General and administrative expenses | 3,217 | 8,574 | 40,604 |
Net loss | $ (3,217) | $ (8,574) | $ (40,604) |
Weighted average number of common shares outstanding (basic and fully diluted) | 10,142,500 | 10,109,620 | 8,907,892 |
Basic and diluted (loss) per common share | $ 0 | $ 0 | $ 0 |
Statements of Cash Flows (Unaudited)
Statements of Cash Flows (Unaudited) (USD $)
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3 Months Ended | 27 Months Ended | |
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Aug. 31, 2012
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Aug. 31, 2011
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Aug. 31, 2012
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Cash flows from operating activities: | |||
Net loss | $ (3,217) | $ (8,574) | $ (40,604) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | |||
Stock issued for services | 500 | ||
Changes in operating assets and liabilities: | |||
Accounts payable | 455 | 6,029 | 8,955 |
Net cash used in operating activities: | (2,762) | (2,545) | (31,149) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 13,750 | 23,750 | |
Proceeds from related party advances | 3,000 | 2,030 | 9,226 |
Net cash provided by financing activities: | 3,000 | 15,780 | 32,976 |
Net increase in cash | 238 | 13,235 | 1,827 |
Cash - beginning of period | 1,589 | 2,882 | |
Cash - end of period | 1,827 | 16,117 | 1,827 |
Supplemental disclosure of cash flow information: | |||
Taxes paid | |||
Interest paid |
Nature of Operations
Nature of Operations
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3 Months Ended |
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Aug. 31, 2012
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Accounting Policies [Abstract] | |
Nature Of Operations And Basis Of Presentations |
Note 1 Nature of Operations
Nature of Operations
On-Air Impact, Inc. (“the Company”) was incorporated in State of Nevada on May 26, 2010. The Company is a development stage consulting company intending to serve the sports and entertainment industry. |
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
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3 Months Ended | ||||||||||||
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Aug. 31, 2012
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Accounting Policies [Abstract] | |||||||||||||
Summary Of Significant Accounting Policies |
Note 2 Summary of Significant Accounting Policies
Development Stage
The Company’s financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception.
Risks and Uncertainties
The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.
Such estimates and assumptions impact, among others, the following: the fair value of share-based payments, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash and Cash Equivalents
The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of August 31, 2012, there were no cash equivalents.
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
The Company’s financial instruments consisted primarily of accounts payable and due to related party. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of August 31,2012, respectively, due to the short-term nature of these instruments.
Earnings(loss) per share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.
Share Based Payments
Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
Income Taxes
The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of May 31, 2012 and 2011, the Company did not record any liabilities for uncertain tax positions.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements. |
Going Concern
Going Concern
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3 Months Ended |
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Aug. 31, 2012
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Going Concern | |
Going Concern |
Note 3 Going Concern
As reflected in the accompanying financial statements, the Company has a net loss of $3,217 and net cash used in operations of $2,762 for the three months ended August 31, 2012. The Company is in the development stage and has not generated revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management’s plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.
The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions
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3 Months Ended |
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Aug. 31, 2012
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Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 4 Related Party Transactions
Loan payable
Since inception, the Company received an advance from the Company’s Chief Executive Officer of $9,226. These advances are non interest bearing, unsecured and due on demand.
Rent services
During the three months ended August 31, 2012, office space was provided by the Company’s Chief Executive Officer, free of charge. The amount of rent would be nominal. |
Stockholder’s Deficit
Stockholder’s Deficit
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3 Months Ended |
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Aug. 31, 2012
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Equity [Abstract] | |
Common Stock |
Note 5 Stockholder’s Deficit
On May 25, 2010, the Company issued 5,000,000 shares of common stock to its Chief Executive Officer for a stock subscription receivable of $5,000 ($0.0001/share). The $5,000 was received in 2011.
On December 8, 2010, the Company issued 5,000,000 shares of common stock to its Chief Executive Officer for $5,000 ($0.0001/share).
On May 19, 2011, the Company issued 5,000 shares of common stock to a consultant, in exchange for services rendered, having a fair value of $500 ($0.10/share), based upon the fair value of the services rendered.
On June 22, 2011, the Company issued 137,500 shares of common stock during its initial public offering for an aggregate of $13,750 ($0.10/share). |
Subsequent Events
Subsequent Events
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3 Months Ended |
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Aug. 31, 2012
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Subsequent Events [Abstract] | |
Subsequent Events |
Note 6 Subsequent Events
As of October 9, 2012, the date the audited financial statements were available to be issued, there are no subsequent events that are required to be recorded or disclosed in the accompanying financial statements. |
Summary of Significant Accounting Policies (Policies)
Summary of Significant Accounting Policies (Policies)
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3 Months Ended | ||||||||||||
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Aug. 31, 2012
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Accounting Policies [Abstract] | |||||||||||||
Development Stage |
Development Stage
The Company’s financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception. |
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Risks and Uncertainties |
Risks and Uncertainties
The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters. |
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Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes.
Such estimates and assumptions impact, among others, the following: the fair value of share-based payments, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing and expected future operating losses.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
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Share Based Payments |
Share Based Payments
Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense. |
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of August 31, 2012, there were no cash equivalents. |
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
The Company’s financial instruments consisted primarily of accounts payable and due to related party. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of August 31,2012, respectively, due to the short-term nature of these instruments. |
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Earnings (Loss) per Share |
Earnings(loss) per share
Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. |
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Income Taxes |
Income Taxes
The Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of May 31, 2012 and 2011, the Company did not record any liabilities for uncertain tax positions. |
Going Concern (Details Narrative)
Going Concern (Details Narrative) (USD $)
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3 Months Ended | 27 Months Ended | |
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Aug. 31, 2012
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Aug. 31, 2011
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Aug. 31, 2012
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Going Concern | |||
Net loss | $ (3,217) | $ (8,574) | $ (40,604) |
Net cash used in operations | $ 2,762 | $ 2,545 | $ 31,149 |
Related Party Transactions (Details Narrative)
Related Party Transactions (Details Narrative) (USD $)
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Aug. 31, 2012
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May 31, 2012
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Related Party Transactions [Abstract] | ||
Due to related party | $ 9,226 | $ 6,226 |
Stockholder’s Deficit (Details Narrative)
Stockholder’s Deficit (Details Narrative) (USD $)
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0 Months Ended | 3 Months Ended | 27 Months Ended | 0 Months Ended | |||||
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Jun. 22, 2011
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Aug. 31, 2012
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Aug. 31, 2011
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Aug. 31, 2012
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May 19, 2011
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May 25, 2010
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Dec. 08, 2010
Chief Executive Officer [Member]
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May 25, 2010
Chief Executive Officer [Member]
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May 19, 2011
Consultant [Member]
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Common stock issued for cash | 137,500 | 5,000,000 | 5,000,000 | ||||||
stock subscription receivable | $ 5,000 | $ 5,000 | |||||||
Common stock, par value | $ 0.10 | $ 0.10 | $ 0.0001 | $ 0.0001 | |||||
Value of common stock issued for cash | 13,750 | 5,000 | 5,000 | ||||||
Common shares issued in exchange for services | 5,000 | ||||||||
Value common shares issued in exchange for services | $ (500) | $ 500 |