UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549





FORM 10-K





x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended August 31, 2013





 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File Number   333-157010





ALARMING DEVICES, InC.


(Exact name of registrant as specified in its charter)





Nevada  26-3062327(State or other jurisdiction of incorporation)  (IRS employer ID Number)





112 North Curry Street, Carson City  89703-4934(Address of principal executive offices)  (Zip Code)





Registrant’ telephone number including area code   (775) 284-3707





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes  ̈ No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES  ̈ NO  ̈





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  ̈





Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large Accelerated Filer  ̈ Accelerated Filer  ̈ Non-Accelerated Filer  ̈ 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  ̈





The aggregate market value of the voting and non-voting common equity held by non-affiliates as of February 28, 2013 was $0.00 based on the closing price of $0.00 per share as reported on the OTC Bulletin Board on February 28, 2013, the last business day of the Registrant's most recently completed fiscal second quarter (calculated by excluding all shares held by executive officers, directors and holders known to the registrant of five percent or more of the voting power of the registrant's common stock, without conceding that such persons are "affiliates" of the registrant for purposes of the federal securities laws).













TABLE OF CONTENTS





Page NumberPART IItem 1. Business 3Item 1A. Risk Factors 4Item 1B Unresolved Staff Comments 4Item 2 Properties 4Item 3 Legal Proceedings 4Item 4 Mine Safety Disclosures 4PART IIItem 5 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5Item 6 Selected Financial Data 5Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 5Item 7A Quantitative and Qualitative Disclosure about Market Risk 6Item 8 Financial Statements and Supplementary Data 6Item 9 Changes and Disagreements With Accountants on Accounting and Financial Disclosure 7Item 9A Controls and Procedures 7Item 9B Other Information 9PART IIIItem 10 Directors, Executive Officers and Corporate Governance 10Item 11 Executive Compensation 11Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11Item 13 Certain Relationships and Related Transactions and Director Independence 11Item 14 Principal Accounting Fees and Services 12PART IVItem 15 Exhibits and Financial Statement Schedules 12






2










PART I





SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS





The information in this Annual Report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.





Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.





The following discussion should be read in conjunction with the information contained in the consolidated financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in this Annual Report.





Investors are also advised to refer to the information in our previous filings with the Securities and Exchange Commission (“SEC”), especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.





As used in this annual report, the terms “we”, “us” and “our” mean Alarming Devices, Inc., unless otherwise indicated.





Item 1: Business





Overview





Alarming Devices, Inc. was incorporated in the State of Nevada as a for-profit company on July 22, 2008 and established a fiscal year end of August 31. We are a development-stage company formed to import from China a reliable and affordable component based wireless alarm system. It is the company’s intention to import and distribute its products throughout the United States through dealers and resellers and independent alarm installers. The Company has not yet commenced its importing activities and has been researching mostly web-based products available from China.





The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.





Our president and director has invested $5,000 in the Company. A total of 30 other investors have invested a further $10,200 in the Company through the purchase of common shares. At the present time, we have not made any arrangements to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.





If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional funds we will have to cease operations and investors will lose their entire investment.





Plan of Operation





Our specific goal is to import and supply an affordable wireless alarm system. We intend to accomplish the foregoing through the following milestones:








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1. After we raise enough funds to start our business operations, our president plan to begin secure a licensing/purchase agreement with a company that owns some proprietary radio technology that would become the backbone of the Company’s product line. Then the President would contact factories in China and then travel to negotiate prices, approve prototypes and do all the necessary arrangements.2. We intend to search for a suitable location for storage, to order some of alarms and have them shipped from China and stored for future sales. Even though the Company would prefer to drop ship from our manufacturer in directly to our distributors the Company will have to store some inventory back up in case of manufacturing delays in China. We also intend to hire an outside web designer to develop our website. We expect to have our products in stock and our website ready within 300 days after we raise enough funds to start our business operations.3. As soon as our website is operational, we will begin to market our product on TV commercials. Marketing is an ongoing matter that will continue during the life of our operations


In summary, we hope to be fully operational within 360 days after we raise enough funds to start our business operations.





At present, the Company has raised through the sales of its common stock $15,200 in cash. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely.





If we are unable to complete any phase of our development or marketing efforts because we don't have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.





Management does not plan to hire additional employees at this time. We intend to hire an independent consultant(s) to complete the development and to market the Web site(s). We do not at this time have an estimate for this stage.





We have no current plans, preliminary or otherwise, to merge with any other entity.





Item 1A. Risk Factors





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 1B. Unresolved Staff Comments





None.





Item 2. Properties





We do not own any real estate or other properties. The Company’s office is located 112 North Curry Street, Carson City, Nevada, 89703-4934.





Item 3. Legal Proceedings





There is no material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.





There is no material proceeding to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.





Item 4. Mine Safety Disclosures.





Not Applicable.








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PART II





Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities





As of August 31, 2013, the Company had thirty (30) active shareholders of record. The Company has not paid cash dividends and has no outstanding options.





Item 6. Selected Financial Data





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations





The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.





Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.





Our auditor’s report on our August 31, 2013 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “August 31, 2013 Audited Financial Statements - Auditors Report.”





At August 31, 2013, we had $0 cash on hand and in the bank compared to $0 in cash at August 31, 2013. At August 31, 2013, we had negative working capital of $18,793 compared to negative working capital of $31,501 at August 31, 2012. This increase in negative working capital is primarily the result of legal, accounting fees and transfer agent fees.





At August 31, 2013, our total liabilities were $101,749. Our total liabilities at August 31, 2021 were $82,956.





Management believes we are unable to satisfy our cash requirements for the next twelve months and we will be required to raise additional. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.





If we are unsuccessful in raising the additional proceeds through future equity financing we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, we are highly dependent upon the future equity financing and failure to obtain equity financing would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via future debt or equity financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment. Also management believes if we cannot raise sufficient revenues or maintain our reporting status with the Securities and Exchange Commission we will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.





We anticipate the development and marketing of our products to start over the next 12 months. We do not anticipate obtaining any further products or services.





We did not generate any revenue during the fiscal year ended August 31, 2013. Financing activities resulted in a net cash inflow of $19,604 for the one-year period ended August 31, 2013 compared to a net cash inflow of $25,500 for the one-year period ended August 31, 2012. We incurred operating expenses in the amount of $18,793 in the fiscal year ended August 31, 2013 compared to operating expenses of $31,501 for the one-year period ended August 31, 2012. These operating expenses were comprised of professional fees and office and general expenses.  Since inception we have incurred operating expenses of $116,949.








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Alarming Devices has no current plans, preliminary or otherwise, to merge with any other entity.





Off Balance Sheet Arrangements





As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $60,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $10,000 over this same period. The officer and director, Andre Luiz Nascimento Moreira, and Steel Pier Capital Advisors, LLC, a stock purchase vendee, have undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.





Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





Item 7A. Quantitative and Qualitative Disclosures about Market Risk





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 8. Financial Statements and Supplementary Data








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Alarming Devices, Inc.





August 31, 2013 and 2012





Index to the Financial Statements





|Contents                                                                              |  | Page(s)
|------------------------------------------------------------------------------------- |  | -------
|                                                                                      |  |        
|Report of Independent Registered Public Accounting Firm                               |  | F-2    
|                                                                                      |  |        
|Balance Sheets at August 31, 2013 and 2012                                            |  | F-3    
|                                                                                      |  |        
|Statements of Operations for the Fiscal Year Ended August 31, 2013 and 2012           |  | F-4    
|                                                                                      |  |        
|Statement of Stockholders’ Deficit for the Fiscal Year Ended August 31, 2013 and 2012 |  | F-5    
|                                                                                      |  |        
|Statements of Cash Flows for the Fiscal Year Ended August 31, 2013 and 2012           |  | F-6    
|                                                                                      |  |        
|Notes to the Financial Statements                                                     |  | F-7    







| | F-1 | 
| | --- | 
|






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of


Alarming Devices, Inc.





We have audited the accompanying balance sheets of Alarming Devices, Inc. (the “Company”) as of August 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2013 and 2012 and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at August 31, 2013, and had a net loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|/s/Li and Company, PC | 
|--------------------- | 
|Li and Company, PC    | 




Skillman, New Jersey


December 16, 2013








| | F-2 | 
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Alarming Devices, Inc.


Balance Sheets





August 31, 2013  August 31, 2012AssetsCurrent assetsCash  $ -  $ -Total current assets   -   -Total assets  $ -  $ -Liabilities and stockholders' deficitCurrent liabilities:Accounts payable and accrued liabilities  $ 35,245  $ 30,589Advances from stockholder   71,971   52,367Total current liabilities   107,216   82,956Total Liabilities   107,216   82,956Stockholders' deficitCommon stock par value $0.001: 75,000,000 shares authorized;       5,340,000 shares issued and outstanding   5,340   5,340Additional paid-in capital   9,860   9,860Deficit accumulated during the development stage   (122,416)   (98,156)Total stockholders' deficit   (107,216)   (82,956)Total liabilities and stockholders' deficit  $ -  $ -





See accompanying notes to the financial statements.








F-3













Alarming Devices, Inc.


Statements of Operations





For the Fiscal Year  For the Fiscal YearEnded  EndedAugust 31, 2013  August 31, 2012Revenues earned during the development stage  $ -  $ -Operating expensesProfessional fees   24,260   24,170General and administrative   -   7,331Total operating expenses   24,260   31,501Loss before income tax provision   (24,260)   (31,501)Income tax provision   -   -Net loss  $ (24,260)  $ (31,501)Net loss per common share:- Basic and diluted  $ (0.00)  $ (0.01)Weighted average common shares outstanding- basic and diluted   5,340,000   5,340,000





See accompanying notes to the financial statements.






F-4






Alarming Devices, Inc.


Statement of Stockholders' Deficit


For the Fiscal Years ended August 31, 2013 and 2012




Deficit Accumulated  TotalCommon Stock, $0.001 Par Value  Additional  during the  Stockholders'Number of Shares  Amount  paid-in Capital  Development Stage  DeficitBalance, September 1, 2011  5,340,000  $ 5,340  $ 9,860  $ (66,655)  $ (51,455)Net loss           (31,501)   (31,501)Balance, August 31, 2012  5,340,000   5,340   9,860   (98,156)   (82,956)Net loss           (24,260)   (24,260)Balance, August 31, 2013  5,340,000  $ 5,340  $ 9,860  $ (122,416)  $ (107,216)




See accompanying notes to the financial statements.








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Alarming Devices, Inc.


Statements of Cash Flows




For the Fiscal Year  For the Fiscal YearEnded  EndedAugust 31, 2013  August 31, 2012Cash flows from operating activities:Net loss  $ (24,260)  $ (31,501)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Accounts payable and accrued liabilities   4,656   6,001Net cash used in operating activities   (19,604)   (25,500)Cash flows from financing activities:Advances from stockholder   19,604   25,500Proceeds from sale of common stock   -   -Net cash provided by financing activities   19,604   25,500Net change in cash   -   -Cash, beginning of period   -Cash, end of period  $ -  $ -Supplemental disclosure of cash flows information:Interest paid  $ -  $ -Income tax paid  $ -  $ -





See accompanying notes to the financial statements.








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Alarming Devices, Inc.


August 31, 2013 and 2012


Notes to the Financial Statements





Note 1  Organization and Operations





Alarming Devices, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 22, 2008. The Company intended to import from China and supply a reliable and affordable home and commercial wireless alarm system.





The Company is currently inactive and is seeking a suitable candidate for a business combination.








Note 2 Significant and Critical Accounting Policies





The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.





Basis of Presentation





The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).





Fiscal Year-End





The Company elected August 31st as its fiscal year ending date.





Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).





Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:





| | (i) | Assumption as a going concern: Management assumes 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;
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| | (ii) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carryforwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these 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 in relation to the financial statements taken as a whole 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 evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.








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Actual results could differ from those estimates.





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 has adopted 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 of the FASB Accounting Standards Codification 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 of the FASB Accounting Standards Codification 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 of the FASB Accounting Standards Codification are described below:





| | Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                            
| | Level 2 | 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.
| |         |                                                                                                                                                            
| | Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   




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 the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, 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.





Cash Equivalents





The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.





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.








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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 consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description 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. amounts 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.





Commitments 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 consolidated 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 consolidated financial statements. If the assessment indicates that a potentially 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 consolidated 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 applies 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.





Income Tax Provision





The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.





The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.





Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.








| | F-9 | 
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Uncertain Tax Positions





The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended August 31, 2013 or 2012.





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 outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.





There were no potentially outstanding dilutive shares for the reporting period ended August 31, 2013 or 2012.





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 through filing them on EDGAR.





Recently Issued Accounting Pronouncements





In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities". This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013.





In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The ASUadds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.





In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013 .





In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013.








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In March 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception (for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted.





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 consolidated financial statements.






Note 3  Going Concern





The 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 financial statements, the Company had a deficit accumulated during the development stage at August 31, 2013, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.





The Company is seeking a suitable candidate for a business combination; however the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to find a suitable candidate and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to find a suitable candidate and in its ability to raise additional funds.





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  Related Party Transactions





Advances from Stockholder





From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.






Note 5  Stockholders’ Deficit





Shares Authorized





Upon formation the total number of shares of common stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares, par value $0.001 per share.





Common Stock





On August 11, 2008, the Company issued 5,000,000 shares of its common stock to the director of the Company at $0.001 per share for total proceeds of $5,000.





In December 2009, the Company issued 340,000 shares of its common stock at $0.03 per shares for total proceeds of $10,200.








| | F-11 | 
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###### Note 6  Income Tax Provision

Deferred tax assets





At August 31, 2013, the Company had net operating loss (“NOL”) carryforwards for Federal income tax purposes of $122,416 that may be offset against future taxable income through 2033. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $41,621 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.





Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The valuation allowance increased approximately $8,248 and $10,710 for the fiscal year ended August 31, 2013 and 2012, respectively.





Components of deferred tax assets are as follows:





August 31, 2013  August 31, 2012Net deferred tax assets  Non-current:Expected income tax benefit from NOL carry-forwards  $ 41,621  $ 33,373Less valuation allowance   (41,621)   (33,373)Deferred tax assets, net of valuation allowance  $ -  $ -





Income tax provision in the statements of operations





A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:





For the Fiscal Year Ended    August 31, 2013   For the Fiscal Year Ended August 31, 2012Federal statutory income tax rate   34.0 %   34.0 %Change in valuation allowance on net operating loss carry-forwards   (34.0)    (34.0)Effective income tax rate   0.0 %   0.0 %






Note 7  Subsequent Events





The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.








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Item 9. Changes and Disagreements with Accounts on Accounting and Financial Disclosure





On January 11, 2013, the Company dismissed its independent registered public accounting firm, PLS CPA, A Professional Corporation (“PLS”). The reports of PLS for each of the years ended August 31, 2012 and August 31, 2011 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.





The decision to change accountants was approved by the Company’s board of directors on January 10, 2013. On January 11, 2013, Li & Company, PC (“Li”) was engaged as the Company’s new independent registered public accountants. During the two most recent years or any subsequent interim period prior to engaging Li, the Company did not consult Li regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event in connection with its report on the Company’s financial statements.





During the Company's two most recent fiscal years and any subsequent interim period preceding January 11, 2013, the date of dismissal of PLS, there were no disagreements with PLS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PLS, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" within the two most recent years and any subsequent interim period preceding the dismissal of PLS in connection with its report on the Company’s financial statements.





The Company has made the contents of its Form 8-K available to PLS and requested it to furnish a letter to the Securities and Exchange Commission (“Commission”) as to whether PLS agrees or disagrees with, or wishes to clarify the Company's expression of their views. PLS has responded to our requests to furnish a letter to the Commission with such letter attached as Exhibit 16.1 to this Form 8-K.





The Registrant has engaged Li as its new independent certified public accounting firm to audit the Registrant’s financial statements August 31, 2013. During the two most recent years or any subsequent interim period prior to engaging Li, the Registrant did not consult such firm regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant’s financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K, or a reportable event as that term is used in Item 304(a)(1)(v) of Item 304 of Regulation S-K.





Item 9A. Controls and Procedures





In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures- which is identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.”








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The material weaknesses in our disclosure control procedures are as follows:





1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.





2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.


We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:





·  Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.





·  Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.





Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.





As of August 31, 2013, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of August 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of August 31, 2013, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of August 31, 2013 and communicated to our management.








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Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.





We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.





Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.





We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





There have been no changes in our internal controls over financial reporting that occurred during the quarter ended August 31,2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.





This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.





Item 9B. Other Information





None.








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PART III





Item 10. Directors, Executive Officers and Corporate Governance





Our directors serve until their respective successors are elected and qualified. Andre Luiz Nascimento Moreira has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Company’s current Audit Committee consists solely of Andre Luiz Nascimento Moreira, the Company’s sole officer and director.





The names, addresses, ages and positions of our executive officers and directors as of August 31, 2013 are set forth below:





|Name                          |  | Age |  | Position(s)                                                                                     
|----------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------
|                              |  |     |  |                                                                                                 
|Andre Luiz Nascimento Moreira |  | 29  |  | President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.




Andre Luiz Nascimento Moreira has held his offices/positions since inception of our company.





Background of officers and Directors





Andre Luiz Nascimento Moreira





Andre Luiz Nascimento Moreira has been a martial arts instructor since 2001. He has also acted as personal trainer and he holds international teaching, coaching and fighting experience. An International awarded amateur and professional fighter, Mr. Moreira has instructed security agents with Self Defense techniques and tactics throughout the years.





Mr. Moreira has taught martial arts, swimming classes and acted as Personal trainer at: FitCorp Gym (2001), Kraft Gym (2001-2003), Esquina Atletica Gym (2003-2005), Raia Livre Gym (2003-today), Academia Kainagua Empreendimentos Esportivos S/C Ltda (2003-today). All those gyms are located in Sao Paulo, SP- Brazil.





He has a bachelor degree in Physical Education from FMU (Faculdades Metropolitanas Unidas - Metropolitan Colleges United - 2008).





Mr. Moreira is not director of any other reporting company.





Significant Employees





The Company does not, at present, have any employees other than the current director and officer. We have not entered into any employment agreements, as we currently do not have any employees other than the current director and officer.





Family Relations





There are no family relationships among the Directors and Officers of Alarming Devices, Inc.








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Involvement in Legal Proceedings





No Executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.





No Executive Officer or Director of the Company is the subject of any pending legal proceedings.





No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.





Item 11. Executive Compensation .





Our current director and executive officer has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.





There are no current employment agreements between the Company and its executive officer or director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances.  At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.





There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.





Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters





Amount and Nature ofTitle of Class  Name and Address of Beneficial Owner  Beneficial Owner  Percent of ClassCommon Stock  Andre L. N. Moreira,  5,000,000  93.63 %Rua Fernando Melao Martine, 58, SaoPaulo, SP, Brazil 04438-290All Beneficial Owners as a Group (1  5,000,000  93.63 %person)





Item 13. Certain Relationships and Related Transactions, and Director Independence





The Company has received $_________ as a loan from a Director as of August 31, 2013. The loan is payable on demand and without interest.





The Company has no formal written employment agreement or other contracts with our current director and officer and there is no assurance that the services to be provided by him will be available for any specific length of time in the future.  Mr. Moreira anticipates devoting at a minimum of 5 to 10 hours per week to the Company’s affairs.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.








11





Item 14. Principal Accountant Fees and Services .





For the fiscal year ended August 31, 2013 and 2012, the total fee charged to the Company for audit service, including quarterly reviews were $7,000 for the fiscal year ending 2013 and $10,600 to Chang & Park and $2,000 to Li & Company, P.C. and $7,000 to for the fiscal year ending 2012.





During the fiscal year ended August 31, 2013 and 2012, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.





PART IV





ITEM 14. EXHIBITS





|3.1  |  | Articles of Incorporation of Alarming Devices, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on January 29, 2009)
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                      
|3.2  |  | Bylaws of Alarming Devices, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on January 29, 2009)                   
|     |  |                                                                                                                                                      
|31.1 |  | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer                                                                                
|     |  |                                                                                                                                                      
|31.2 |  | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *                                                                              
|     |  |                                                                                                                                                      
|32.1 |  | Section 1350 Certification of Chief Executive Officer                                                                                                
|     |  |                                                                                                                                                      
|32.2 |  | Section 1350 Certification of Chief Financial Officer **                                                                                             
|     |  |                                                                                                                                                      




*     Included in Exhibit 31.1


**    Included in Exhibit 32.1





SIGNATURES





In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





| | ALARMING DEVICES, INC.                                       
| | -------------------------------------------------------------
| |                                                              
| | BY:                                                          
| | Name: Andre Luiz Nascimento Moreira                          
| | Title: President, Secretary Treasurer and Director           
| | (Principal Executive Officer and Principal Financial Officer)




Dated: December 16, 2013





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





|Signature                         |  | Title                                       |  | Date             
|--------------------------------- |  | ------------------------------------------- |  | -----------------
|                                  |  |                                             |  |                  
|/s/ Andre Luiz Nascimento Moreira |  | President, Secretary Treasurer and Director |  | December 16, 2013
|Andre Luiz Nascimento Moreira     |  |                                             |  |                  







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