UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended December 31, 2012


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934


For the transition period from_________ to____________


Commission file number:


Kopjaggers inc.

(Name of small business issuer in its charter)


Michigan

27-2037711

(State or other jurisdiction of incorporation

(I.R.S. Employer Identification

or organization)

No.)


28325 Utica Road  Roseville MI 48066

(Address of principal executive offices) (Zip Code)


Issuer's telephone number: 321-507-7826



Securities registered under Section 12(b) of the Exchange Act: NONE


Securities registered under Section 12(g) of the Exchange Act:


COMMON STOCK, NO PAR VALUE

(Title of class)


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


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. o


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

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

Xx

(Do not check if a smaller reporting company)

 

 








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


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. N/A.


As of April 10, 2013, the registrant had 525,500 shares of its common stock outstanding.


Documents Incorporated by Reference: None.







FORM 10-K

TABLE OF CONTENTS


 

 

 

PAGE

 

PART I

 

 

 

 

 

 

 

 

ITEM 1.

Business

 

 

4

 

ITEM 1A.

Risk Factors

 

 

5

 

ITEM 1B.

Unresolved Staff Comments.

 

 

5

 

ITEM 2.

Properties

 

 

5

 

ITEM 3.

Legal Proceedings

 

 

5

 

ITEM 4.

Mine Safety Disclosures

 

 

5

 

PART II

 

 

 

 

 

 

 

5

 

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

5

 

ITEM 6.

Selected Financial Data

 

 

6

 

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

11

 

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

 

11

 

ITEM 8.

Financial Statements and Supplementary Data

 

 

11

 

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

11

 

ITEM 9A.

Controls and Procedures

 

 

11

 

ITEM 9B.

Other Information

 

 

12

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

 

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

 

 

12

 

ITEM 11.

Executive Compensation

 

 

13

 

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

14

 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

 

 

14

 

ITEM 14.

Principal Accounting Fees and Services

 

 

14

 

PART IV

 

 

 

 

 

 

 

 

 

 

ITEM 15.

Exhibits, Financial Statement Schedules

 

 

15

 

SIGNATURES

 

 

15

 







PART I


ITEM 1.

BUSINESS.


Overview

 

 

(a)

Business Development

Kopjaggers inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Florida on February 23, 2010. Since inception through December 31, 2012, the Company has been engaged in organizational efforts and obtaining initial financing.


 

 

(b)

Business of Issuer

The Company has a plan of operations to engage in the business of providing art news and information on artwork (more specifically, paintings and sculptures) through our website www.kopjaggers.com


We recently launched our preliminary website which provides some basic corporate information.  We expect that we will build out our website to have additional features for our expected audience of art collectors. We have only commenced limited operations.


Our plan of operations is to build our website to be the leading site on the Internet for Americans interested in buying fine art from around the world.


Our business activities have consisted of forming our corporation, opening a bank account, developing a preliminary website, researching our intended areas of art by our management, preparing financial statements, securing and auditor and having those financing statements audited, and preparing and submitting our registration statement.


The contents of the website are not intended to be part of this filing.


Kopjaggers’ operating revenues will be significantly influenced by a number of factors not within the Company's control, including: the overall strength of the international economy and financial markets and, in particular, the economies of the United States, the United Kingdom, and the major countries of continental Europe and Asia (principally Japan and Hong Kong); political conditions in various nations; the presence of export and exchange controls; local taxation, including taxes on sales of auctioned property; competition; and the amount of property available for purchase..



Our plan of operations is to develop a comprehensive website for American consumers interested in purchasing fine arts from around the world.


We plan to generate revenues from advertising fees from companies seeking to reach our expected audience of purchasers.


We plan to generate revenues from advertising fees from companies seeking to reach our expected audience. Our audience is expected to include educated and high net worth individuals. Our preliminary advertising plan will be to join an advertising network such as Google’s AdSense. AdSense is an ad serving application run by Google Inc. Website owners can enroll in this program to enable text, image, and video advertisements on their websites. These advertisements are administered by Google and generate revenue on either a per-click or per-impression basis.


Many websites use AdSense to monetize their content; it is a very popular advertising network. AdSense has been particularly important for delivering advertising revenue to small websites that do not have the resources for developing advertising sales programs and sales people. To fill a website with advertisements that are relevant to the topics discussed, webmasters implement a brief script on the websites' pages.


There are several other competing programs that we could make application to in the event we are unable to secure a relationship with Google’s Adsense.


Some of the features we are considering include a search engine for artwork that is currently for sale from our own inventory as well as for featured artists with whom we will develop exclusive rights to sell their art.





Employees


As of December 31, 2012, John Castillo Eggermont, our Chief Executive Officer, is our only executive officer and employee. Mr. Castillo Eggermontworks for us on a part-time basis, and devotes approximately 15 hours per week. Until we are successful in growing our revenue, he will be the sole executive officer responsible for our marketing, securing jobs, staffing our jobs and keeping our financials




ITEM 1A.

RISK FACTORS.


Not applicable to smaller reporting companies.


ITEM 1B.

UNRESOLVED STAFF COMMENTS.


We currently do not have any unresolved comments of issues with the Staff of the Corporation Finance Division of the U.S. Securities and Exchange Commission.


ITEM 2.

PROPERTIES.


Our principal executive office is located at 28325 Utica Road, Roseville, Michigan 48066 and our telephone number is (586) 552-4412. We do not have a lease agreement for this property and we do not pay any monthly rent for the use of the property. This property is owned by our sole officer and director and he allows us to use the space to run the business.


ITEM 3.

LEGAL PROCEEDINGS.


From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.


ITEM 4.

MINE SAFETY DISCLOSURES.


Not applicable.


PART II


ITEM 5.

    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


There is a limited public market for our common shares.  We cannot assure you that there will be a market in the future for our common stock.


Although we plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.

Because our common stock is deemed a low-priced “penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.


Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:





Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.


As a result of our placing your invested funds into a segregated account as opposed to an escrow account, the funds are subject to attachment by creditors of the company, thereby subjecting you to a potential loss of the funds.


Because the funds are being placed in a segregated account rather than an escrow account, creditors of the company could try to attach, and ultimately be successful in obtaining or attaching the funds before the offering closes. Investors would lose all or part of their investments if this happened, regardless of whether or not the offering closes.


As of December 31, 2012 no shares of our common stock have traded.


Holders of Capital Stock


As of December 31, 2012 there were approximately 29 holders of record of our common stock.


Rule 144 Shares


As of the date of this annual report on Form 10-K, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.


Stock Option Grants


No options have been granted as of the date of this Annual Report on Form 10-K. The Company has not adopted a formal Stock Option Plan.


Dividend Policy


Since inception we have not paid any dividends on our ordinary shares. We currently do not anticipate paying any cash dividends in the foreseeable future on our ordinary shares. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.


ITEM 6.

 SELECTED FINANCIAL DATA.


Not applicable because we are a smaller reporting company.


ITEM 7.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.


The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.


Plan of Operations


We have commenced limited operations and while we do generate revenue we will require outside capital to implement our business model and continue to grow.


Our plan of operations is to develop a comprehensive website for American consumers interested in purchasing fine arts from around the world.


We plan to generate revenues from advertising fees from companies seeking to reach our expected audience of purchasers.





We plan to generate revenues from advertising fees from companies seeking to reach our expected audience. Our audience is expected to include educated and high net worth individuals. Our preliminary advertising plan will be to join an advertising network such as Google’s AdSense. AdSense is an ad serving application run by Google Inc. Website owners can enroll in this program to enable text, image, and video advertisements on their websites. These advertisements are administered by Google and generate revenue on either a per-click or per-impression basis.


Many websites use AdSense to monetize their content; it is a very popular advertising network. AdSense has been particularly important for delivering advertising revenue to small websites that do not have the resources for developing advertising sales programs and sales people. To fill a website with advertisements that are relevant to the topics discussed, webmasters implement a brief script on the websites' pages.


There are several other competing programs that we could make application to in the event we are unable to secure a relationship with Google’s Adsense.


Some of the features we are considering include a search engine for artwork that is currently for sale from our own inventory as well as for featured artists with whom we will develop exclusive rights to sell their art.


Limited Operating History


We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.


Liquidity and Capital Resources


Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations though the sale of our common stock.


The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

 

o

An increase in working capital requirements to finance additional marketing efforts,

 

o

Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and


 

o

The cost of being a public company.


We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any matters that would have an impact on future operations.



Our net revenues are not sufficient to fund our operating expenses. We had cash balances of $2,150 as of December 31, 2012.  Since inception, we raised $2,750 from the sale of common stock to fund our operating expenses, pay our obligations, and grow our company. We expect to incur expenses of approximately $4,000 per quarter in order to remain in compliance with our reporting requirements as a public company. The $4,000 per quarter consists of preparing and filing our quarterly reports and paying our financial preparer, auditor, legal and EDGAR services. At that rate we believe our present capital will not be sufficient. We presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate that we will be profitable in 2013. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.



Over the next twelve months, we plan on expanding our marketing efforts in order to be able to implement our business and secure attention to our website. In order to implement our business plan, we do not need additional capital.





We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.


Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.


We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.


Results of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2012

 

For the Year Ended December 31, 2011

 

From Inception (February 23, 2010) to December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 $             -   

 

 $                    -   

 

 $                    -   

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

         3,175

 

                2,200

 

                5,925

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

 

         3,175

 

                2,200

 

                5,925  

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

 

 

$    (3,175)

 

$             (2,200)

 

 $           (5,925)

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

    506,840

 

              500,000

 

              

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS PER SHARE

 

 $      (0.01)

 

 $               (0.00)

 

               

 

 

 

 

 

 

 

 

 

 

 

 



Our business began on February 23, 2010.


For the fiscal year ended December 31, 2012


Revenue


For the fiscal year ended December 31, 2012, we had $0 in revenue.






General and Administrative Expenses


For the fiscal year ended December 31, 2012 our general and administrative expenses totaled $3,175 as compared to $2,200 for the fiscal year ended December 31, 2011. The increase in general and administrative expenses was the result of increased expenses related to being a public company, including audit, legal and printing fees.


Net Loss


Our net loss for the fiscal year ended December 31, 2012 was ($3,175), or $0.00 per common share (basic and diluted) as compared to a net loss of $(2,200), or $0.01 per common share (basic and diluted) for the fiscal year ended December 31, 2011. This increase in our net loss was directly attributable to the increase in general and administrative expenses that we incurred in the fiscal year ended December 31, 2012.


Off-balance Sheet Arrangements


We had no off-balance sheet arrangements at December 31, 2012 and 2011.


Contractual Obligations


We had no contractual obligations at December 31, 2012 and 2011.


Critical Accounting Policies and Estimates


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America. Critical accounting policies are as follows:



Basis of Presentation


The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).


Development Stage Company


The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.


Use of Estimates


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 of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.


Revenue Recognition


The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, our services have been provided, all significant contractual obligations have been satisfied, and collection is reasonably assured. No guarantees or warranties are provided for the services we render.







Credit Risk


The Company charges fees for services provided for events. General terms of events are payments in advance and payments on completion of services provided. The Company does not typically issue credit terms, however may in the future. As of December 31, 2012 and 2011 there were no payments in advance and no outstanding credit issued.


The Company has no history and has not experienced any refund requests or committed to any adjustments for services provided. Insurance is carried for parking events for damages that may be incurred. The Company does not believe that there is any required liability to be recognized.


Property and Equipment


Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives to be used to calculate depreciation for principal items of property and equipment are as follow:

Asset Category

 

Depreciation/

Amortization Period

Furniture and Fixture

 

3 Years

Office equipment

 

3 Years

Leasehold improvements

 

5 Years


Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.


As of December 31, 2012 and 2011 there were no capitalized assets.


Share-based payments


Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.



The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.


The company has not issued shares during the periods presented; however, it anticipates that shares may be issued in the future.


Income Taxes


Deferred income taxes are recognized based on the provisions of ASC Topic 740 Income Taxes for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.


In July 2006, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) Topic 740-10-25 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740-10-25 supersedes guidance codified in ASC Topic 450, “Accounting for Contingencies”, as it relates to income tax liabilities and lowers the




minimum threshold a tax position is required to meet before being recognized in the financial statements from “probable” to “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.


Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. The Company has recently adopted a policy of recording estimated interest and penalties as income tax expense and tax credits as a reduction in income tax expense.


Earnings Per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.


Fair Value of Financial Instruments


The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of financial instruments, including cash, accounts payable and accrued expenses approximate fair value because of the relatively short maturity of the instruments.



ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not applicable because we are a smaller reporting company.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

8.  


The audited year-end financial statements are included hereto at the end of this document.

 

ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE.


There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.


ITEM 9A.

CONTROLS AND PROCEDURES.


Evaluation of disclosure controls and procedures


Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as December 31, 2012. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules.



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act over the registrant. The Company’s internal control over financial reporting is




designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company internal control over financial reporting as of December 31, 2012 was not effective to material weaknesses.  


The material weakness assessed by our management was that (1) we do not have an audit committee which reviews financial matters, and (2) we have not implemented measures that would prevent the chief executive officer and/or our chief financial officer from overriding the internal control system. We do not believe that these control weaknesses have resulted in deficient financial reporting because the chief executive officer and /chief financial officers are aware of their responsibilities under the SEC’s reporting requirements and personally certify our financial reports.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in internal controls


There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B.

OTHER INFORMATION.


Not applicable


PART III


ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The following table sets forth the name and age of our officer and director as of December 31, 2012. Our executive officer was appointed by our Board of Directors and holds office until he resigns or is removed by the Board. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.


Name

 

Age

 

Position

 

 

 

 

 

John Castillo Eggermont

 

46

 

Chief Executive Officer, President, Secretary

Ross Collette

        69

               Vice President


Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.


John Castillo Eggermont, age 46. Mr. Castillo Eggermont has been the president and director since inception. He serves as a deployment training officer, on an active duty in the United States Army and has deployed to Iraq. This position consumes approximately 40 hours per week. He speaks five languages fluently and has significant business relations in Europe and South America.





Mr. Collette, age 69.  Ross Collette has been the vice president and a director since inception.  He has served for over fifty years on nonprofit boards of directors, has traveled around the world in that capacity and has extensive experience in direct mail campaigns.  Mr. Collette does not have any day-to-day role in the company.


Our directors will hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.


No officer, director, or persons nominated for such positions and no promoters or significant employee of KOPJAGGERS, INC. Inc. has been involved in legal proceedings that would be material to an evaluation of officers and directors.


Director Independence and Board Committees


We do not have any independent directors on our board of directors. Our board of directors solely consists of John Castillo Eggermont, our Chief Executive Officer, who is not independent. Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulletin Board are not required to have board committees. However, if, at such time in the future, we appoint independent directors on our board we expect to form the appropriate board committees.


We currently do not have a standing audit, nominating or compensation committee. Our board of directors handles functions that would otherwise be handled by each of the committees. We believe that there is not a need for a nominating committee at this time because our board of directors consists of solely one director who is not independent and who is the only decision maker. At such point when we have independent board of directors we will need to establish a nomination committee.


ITEM 11.

 EXECUTIVE COMPENSATION


The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2012 and 2011.


SUMMARY COMPENSATION TABLE

Name and Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option Awards

($)

 

 

Non-Equity Incentive Plan Compensation ($)

 

 

Non-Qualified Deferred Compensation Earnings

($)

 

 

All Other Compensation

($)

 

 

Totals

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Castillo Eggermont,

 

2012

 

$

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$

0

 

Chief Executive Officer

 

2011

 

$

0

 

 

 

0

 

 

 

0

 

 

  0

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$

0

 


Ross Collette,   2011

0

0

0

0

0

          0

       0

              $0

Vice President  2012

0

0

0

0

0

          0

       0                   $0


Option Grants Table. There were no individual grants of stock options to purchase our common stock made to our sole executive officer named in the Summary Compensation Table for the period from inception through December, 2012.


Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending December 31, 2012 by the executive officer named in the Summary Compensation Table.


Long-Term Incentive Plan (“LTIP”) Awards Table


There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.


Compensation of Directors


Our director is permitted to receive fixed fees and other compensation for his services as director. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.



Employment Agreements





John Castillo Eggermont, the sole members of our Board of Directors and our sole executive officer, presently does not have an employment agreement with us.


ITEM 12.

  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

 RELATED STOCKHOLDER MATTERS.


The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 31, 2012, and by the officer and director individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name

 

Number of Shares Beneficially Owned

 

 

Percent of

Class (1)

 

 

 

 

 

 

 

 

 

 

John Castillo Eggermont

 

 

500,000

 

 

 

95

%

 

 

 

 

 

 

 

 

 

Our Sole Executive Officer and Director as a group (1 person)

 

 

500,000

 

 

 

95

%


(1)

Based on 525,500 shares of common stock outstanding as of December 31, 2012.


Audit Committee; Code of Ethics; Financial Expert


We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Additionally, we have not yet adopted a code of ethics. The Company has not adopted such a code of ethics because all of management’s efforts have been directed to maintaining the business of the Company. At a later time, a code of ethics may be adopted by the Board of Directors.


ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


The Company’s chief executive officer, John Castillo Eggermont, may from time to time, provide advances to the Company for working capital purposes.


The Company utilizes space provided by the chief executive officer, John Castillo Eggermont, without charge. Rent was $0 for all periods presented.


The Company has received proceeds from promissory notes in the total amount of $5375.00.


ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.


The following table sets forth the fees billed by our principal independent accountants, DKM, CPA, for each of our last two fiscal years for the categories of services indicated.


 

 

Years Ended December 31,

 

Category

 

2012

 

 

2011

 

Audit Fees

 

$

3,000

 

 

$

600

 

Audit Related Fees

 

 

0

 

 

 

0

 

Tax Fees

 

 

0

 

 

 

0

 

All Other Fees

 

 

0

 

 

 

0

 


Audit fees. Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our quarterly financial statements, review of our Forms 10-Q and services that are normally provided by the accountant in connection with year-end and interim statutory and regulatory filings or engagements.


Audit-related fees. Consists of fees billed for the review of registration statements, audit related consulting and services that are normally provided by the accountant in connection with non year end statutory and regulatory filings or engagements.


Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.


Audit and Non-Audit Service Pre-Approval Policy





In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated there under, the Board of directors has adopted an informal approval policy that it believes will result in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.


Procedures. All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the Chairman of the Board of directors and the Chief Financial Officer. The Chief Financial Officer authorizes services that have been pre-approved by the Board of directors. If there is any question as to whether a proposed service fits within a pre-approved service, the Board of Directors chair is consulted for a determination. The Chief Financial Officer submits requests or applications to provide services that have not been pre-approved by the Board of directors, which must include an affirmation by the Chief Financial Officer and the independent registered public accounting firm that the request or application is consistent with the SEC’s rules on auditor independence, to the Board of directors (or its Chair or any of its other members pursuant to delegated authority) for approval.





PART IV


ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


a) Documents filed as part of this Annual Report


1. Financial Statements

2. Financial Statement Schedules

3. Exhibits


EXHIBIT NUMBER

 

DESCRIPTION

 

 

 

3.1 *

 

Articles of Incorporation- PREVIOUSLY FILED

 

 

 

3.2 *

 

By-Law PREVIOUSLY FILED

 

 

 

31.1

 

Certification of John Castillo Eggermont pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1+

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*

Included as an exhibit to the Company’s Form 10-12G  filed with the Securities and Exchange Commission on  May 22, 2012 and incorporated herein by reference.

+

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

 


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Kopjaggers, Inc.

 

 

 

 

 

Date: April 11, 2013

By:

/s/ John Castillo Eggermont

 

 

 

John Castillo Eggermont

Chief Executive Officer

 





















KOPJAGGERS INS, INC.





FINANCIAL STATEMENTS





DECEMBER 31, 2012





DKM

Certified Public Accountants

 


2451 N. McMullen Booth Road

Suite.308

Clearwater, FL 33759


855.334.0934 Toll free

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Kopjaggers, Inc.


We have audited the accompanying balance sheet of Company (a development stage company) as of December 31, 2012, and the related statement of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2012 and the period from Inception (February 23, 2010) through December 31, 2012.  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 audit.  The financial statements as of and for the year ended December 31, 2011 were audited by another auditor who expressed an unqualified opinion on March 6, 2012.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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, 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 Kopjaggers, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the years ended December 31, 2012 and the period from inception (February 23, 2010) 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 shown in the accompanying financial statements, the Company has no operations.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 6.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ DKM Certified Public Accountants


DKM Certified Public Accountants

Clearwater, Florida

April 11, 2013







KOPJAGGERS INC.

 

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

 

BALANCE SHEETS

 

 

 

 

 

 

 

AS AT DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

 

Cash

 

 

 

 

 $     2,150

$

             0

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 $

        2,150

 $

              0

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

                2,500

$

                          -

Note payable - related party

 

 

 

 

 2,825

 

                 2,550

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

         5,325

 

                   2,550

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHARE CAPITAL

 

 

 

 

 

 

 

  authorized, 10,000,000 common shares, no par value,

 

 

 

 

 

    - issued and outstanding - 525,500 and 500,000 shares, respectively

 

 

 

           2,750

 

                     200

 

 

 

 

 

 

 

 

 

ACCUMULATED DEFICIT during development stage

 

       (5,925)

 

                 (2,750)

 

 

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

 

 

 

       (3,175)

 

                 (2,550)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

 $

      2,150

$

                     0

 

 

 

 

 

 

 

 

 






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





KOPJAGGERS INC.

 

 

 

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

 

 

 

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2012

 

For the Year Ended December 31, 2011

 

From Inception (February 23, 2010) to December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 $             -   

 

 $                    -   

 

 $                    -   

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

         3,175

 

                2,200

 

                5,925

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

 

         3,175

 

                2,200

 

                5,925  

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

 

 

$    (3,175)

 

$             (2,200)

 

 $           (5,925)

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

    506,840

 

              500,000

 

              

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS PER SHARE

 

 $      (0.01)

 

 $               (0.00)

 

               

 

 

 

 

 

 

 

 

 

 

 

 






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






KOPJAGGERS INC.

 

 

 

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

 

 

 

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2012

 

For the Year Ended December 31, 2011

 

From Inception (February 23, 2010) to December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

 

 

 

 $      (3,175)

 

 $          (2,200)

 

 $   (5,925)

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

 

 

Issuance of common stock for services and expenses

 

 

                -   

 

                       -   

 

                  -   

Changes in operating assets and liabilities:

 

 

 

                -   

 

                       -   

 

         

Accounts payable

 

 

 

 

2,500

 

                       -   

 

2,500

Net cash used in operating activities

 

 

 

         (675)

 

             (2,200)

 

       (3,425)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Advances from an officer

 

 

 

 

        275

 

                2,000

 

         2,825

Issuance of common stock

 

 

 

 

         2,550

 

-

 

          2,750

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

 

        2,825

 

                2,000

 

         5,575

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

 

        2,150

 

                (200)

 

          2,150

 

 

 

 

 

 

 

 

 

 

 

CASH, Beginning of period

 

 

 

 

 

                 200

 

                  -   

 

 

 

 

 

 

 

 

 

 

 

CASH, End of period

 

 

 

 

$         2,150

 

 $                 -  

 

$        2,150

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

 

 $             -   

 

 $                    -   

 

 $               -   

 

Income taxes paid

 

 

 

 $             -   

  

 $                    -   

 

 $               -   

 

 

 

 

 

 

 

 

 

 

 

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





KOPJAGGERS INC.

 

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

 

STATEMENT OF STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

FROM INCEPTION(FEBRUARY 23, 2010) TO DECEMBER 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

During

 

 

 

 

 

 

Common Shares

Development

 

 

 

 

 

 

Number

Amount

Stage

Totals

 

 

 

 

 

 

 

 

 

Balance - February 23, 2010

 

 

                   1

 $                           1

 $                     -   

 $                1

 

 

 

 

 

 

 

 

 

Common shares issued for cash, $.0004, July 2010

 

        499,999

               199

                        -   

               199

 

 

 

 

 

 

 

 

 

Net Loss - December 31, 2010

 

 

                  -   

                  -   

               (2,550)

           (2,550)

 

 

 

 

 

 

 

 

 

Balance - December 31, 2010

 

 

        500,000

 $                       200

 $            (2,550)

 $        (2,350)

Net Loss - December 31, 2011

 

 

                  -   

                  -   

               (2,200)

           (2,200)

 

 

 

 

 

 

 

 

 

Balance - December 31, 2011

 

 

        500,000

 $                       200

 $            (2,750)

 $        (2,550)

Common shares issued for cash, $0.10, November 2012

 

        25,500

               2,550

                        -   

               2,550

Net Loss - December 31, 2012

 

 

                  -   

                  -   

                 (3,175)

             (3,175)

 

 

 

 

 

 

 

 

 

Balance - December 31, 2012

 

 

        525,500

 $                    2,750

 $            (5,925)

 $          (3,175)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 












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




KOPJAGGERS INC.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

December 31, 2012


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

(a)

Organization and Business:


KOPJAGGERS INC. (the “Company”) was incorporated in the State of Florida on February 23, 2010 for the purpose of raising capital that is intended to be used in connection with its business plan which is to buy artwork from throughout the world and sell these artworks through the Company's web site which is presently under construction may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.

 

(b)

Basis of Presentation:


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At the balance sheet date, the Company has a stockholders’ deficiency and a deficit accumulated during the development stage. Management plans to issue more shares of common stock in order to raise funds.


The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles.


 

(c)

Use of Estimates:


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.






KOPJAGGERS INC.

 (A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

December 31, 2012


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

       (d)

       Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


       (e)

       Income taxes


The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits at December 31, 2012 or 2011 and since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.


 

(f)

Loss per Common Share:


Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.


 

(g)

Fair Value of Financial Instruments:


The carrying value of cash and due to shareholder approximate their fair value due to the short period of these instruments.


(h)    Stock Based Compensation:


Non-employee stock-based compensation - The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505-50 Equity-Based Payments to Non-Employees.  Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable..  The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.




KOPJAGGERS INC.

(A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

December 31, 2012


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

(h)    Stock Based Compensation (continued):


Employee stock-based compensation - The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).


NOTE 2 - CAPITAL STOCK


The total number of shares of capital stock which the Company shall have authority to issue is 10,000,000 shares consisting of common shares with no par value.


In July 2010, the Company issued a total of 500,000 shares to Kopjaggers Consulting, LLC for a total consideration of $200.


In November 2012, the Company issued a total of 25,500 shares to qualified investors for a total consideration of $2,550.


NOTE 3 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.




KOPJAGGERS INC.

(A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

December 31, 2012


NOTE 3 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS(CONTINUED)


 Effective at inception, 2010, the Company adopted an accounting standard update regarding fair value measures. As codified under ASC 820, this update requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements should be presented separately. Since this update addresses disclosure requirements, the adoption of this update did not impact the Company’s financial position, results of operations or cash flows.


NOTE 4 – NOTES PAYABLE – RELATED PARTY


Amounts advanced by a director are non-interest bearing, unsecured, with no fixed terms of repayment.


NOTE 5 – FEDERAL INCOME TAXES


The Company accounts for income taxes under the asset and liability method, whereby deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.  Significant  components of the Company's deferred tax liabilities and assets as of December 31, 2012 are as follows:


 Deferred tax assets:

          Federal and state net operating loss    

$       5,925

          Equity instruments issued for compensation            -

                                

  

       Total deferred tax assets        

          5,925

          Less valuation allowance            

      (   5,925)

$     --====


At December 31, 2012, the Company had a net operating loss carry–forward for Federal income tax purposes of $5,925 that may be offset against future taxable income through 2030. 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 $, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a 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 realizability.




KOPJAGGERS INC.

(A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

December 31, 2012


NOTE 6 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception through December 31, 2012, the Company has had no operations. As of December 31, 2012, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to commence a commercially viable operation and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities 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 financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 7 – SUBSEQUENT EVENTS


Subsequent events have been reviewed from the period after the balance sheet date through the period that the report is available to be issued, which is the date of filing with the Securities and Exchange Commission.