PINX:PRAY Praco Corp Annual Report 10-K Filing - 6/30/2012

Effective Date 6/30/2012

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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 June 30, 2012
 
o    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________to ___________
 
Commission File No. 333-169802
 
PRACO CORPORATION
(Name of small business issuer in its charter)
 
Nevada
 
27-1497347
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
   
     
90122 Hoey Road
Chapel Hill, NC
 
27517
(Address of principal executive offices)
 
(Zip Code)
 
(919) 889-9461
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class registered:
 
Name of each exchange on which registered:
None
 
 None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, $0.0001 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 x    No o

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 reports), and (2) has been subject to such filing requirements for the past 90 days.
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 Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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
x
(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 x  No o
 
As of September 28, 2012, the registrant had 6,902,500 shares of its common stock outstanding.
 
 
 

 
 
TABLE OF CONTENTS
 
   
PAGE
 
PART I
 
ITEM 1.
Business
  2
ITEM 1A.
Risk Factors
  3
ITEM 2.
Properties
  3
ITEM 3.
Legal Proceedings
3
ITEM 4.
Mine Safety Disclosures
3
     
 
PART II
 
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3
ITEM 6.
Selected Financial Data
  4
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
4
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
 6
ITEM 8.
Financial Statements and Supplementary Data
  F-
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 7
ITEM 9A.
Controls and Procedures
  7
     
 
PART III
 
ITEM 10.
Directors, Executive Officers and Corporate Governance
  7
ITEM 11.
Executive Compensation
9
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
10
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
  10
ITEM 14.
Principal Accounting Fees and Services
  11
     
 
PART IV
 
ITEM 15.
Exhibits, Financial Statement Schedules
  11
     
SIGNATURES
13
 
 
1

 
 
FORWARD-LOOKING STATEMENTS

Certain information included in this Report or in other materials we have filed or will file with the SEC (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by the fact that they do not relate to matters of strictly historical or factual nature and generally discuss or relate to estimates or other expectations regarding future events. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements may include, but are not limited to, information related to: anticipated operating results; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; growth and expansion; anticipated income or benefits to be realized from our investments in unconsolidated entities; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; legal proceedings and claims.

From time to time, forward-looking statements also are included in other periodic reports on Forms 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this Report or in other reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 
PART I
 
ITEM 1.        BUSINESS.

Praco Corporation (the “Company”) was incorporated on December 15, 2009 as Hunt for Travel, Inc. to design and market travel excursions featuring entertainment, adventure, intellectual stimulation and access to experts on topics related to the destinations they visit. This segment of the travel industry is referred to as enrichment or adventure travel.  We are currently a “shell company” as defined in Rule 12b-2 promulgated under the Exchange Act and have no operations at this time.
 
On February 16, 2012, the board of directors and the majority shareholder of the Company approved the name change of the Company from Hunt for Travel, Inc. to Praco Corporation.

On July 3, 2012, the Company entered into an exchange agreement (the “Exchange Agreement”) with Hawk Opportunity Fund, LP, a Delaware limited partnership (“Hawk”), Philly Residential Acquisition LP, a Pennsylvania limited partnership (“Philly”), Green Homes Real Estate, LP, a Pennsylvania limited partnership (“GH”), Nidus, LP, a Delaware limited partnership (“Nidus”), and several other related parties.  Pursuant to the Exchange Agreement, the Company will issue 3,100,000 shares of its common stock, par value $0.0001 per share, to Hawk, and in connection therewith, the Company will receive 89% of the aggregate equity interest of each of Philly, GH, and Nidus.

The closing of the Exchange Agreement (the “Closing”) is still subject to certain conditions such as the completion of an audit of Philly, GH, and Nidus, and the approval of the transaction from lender, if necessary.  These conditions of Closing have not occurred and they may never be fulfilled, so the Exchange Agreement may never close.  As the Exchange Agreement has not yet closed, the Company has no interest in Philly, GH, Nidus, or any real estate at this time.
 
 
2

 
 
Philly, GP, and Nidus own and manage real estate around Philadelphia and the Delaware Valley.  Together these entities own approximately 225 separate properties with a current aggregate market value of approximately $15 million.  These are primarily comprised of residential rental units which provide a steady stream of income.  Hawk seeks to acquire additional income producing real estate over the next 12 month period.  Hawk plans to take its income producing property with the aim of creating a Real Estate Investment Trust.

The Exchange Agreement is scheduled to close on or before November 5, 2012.  If and when the Exchange Agreement closes, the Company will be the majority-owner and assume the operations of each of Philly, GP, and Nidus. Through these majority-owned subsidiaries, the Company will own and manage real estate around Philadelphia and the Delaware Valley. The Company no longer operates in the travel industry sector.

ITEM 1A.        RISK FACTORS.
 
Not required for smaller reporting companies.

ITEM 1B.        UNRESOLVED STAFF COMMENTS.
 
None.
 
ITEM 2.           PROPERTIES.
 
Our principal executive office is located at 90122 Hoey Road Chapel Hill, North Carolina, 27517. Our telephone number is (919)-889-9461. Office space is provided by Carolyn Hunter at no cost.
 
ITEM 3.           LEGAL PROCEEDINGS.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4.           MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.           MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our stock is listed on the over the counter bulletin board under the symbol “PRAY”.
 
Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share.  The Common Stock is listed on the over the counter bulletin board under the symbol “PRAY”. As of September 28, 2012, there were 42 shareholders of record holding an aggregate of 6,902,500 shares of common stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.0001 per share.  As of September 28, 2012, there were no shares of preferred stock issued and outstanding.
 
 
3

 
 
Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. 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.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have any equity based or other long-term incentive programs.  In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.
 
ITEM 6.           SELECTED FINANCIAL DATA.
 
We are not required to provide the information required by this Item 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

The Company was incorporated on December 15, 2009 as Hunt for Travel, Inc. to design and market travel excursions featuring entertainment, adventure, intellectual stimulation and access to experts on topics related to the destinations they visit.  The Company is now a “shell company” as defined in Rule 12b-2 promulgated under the Exchange Act, as amended, as we have no operations.   Our current intention is to close the Exchange Agreement, as described below.  If the Exchange Agreement closes, we will, through our majority-owned subsidiaries, own and manage real estate around Philadelphia and the Delaware Valley.

On July 3, 2012, the Company entered into an exchange agreement (the “Exchange Agreement”) with Hawk Opportunity Fund, LP, a Delaware limited partnership (“Hawk”), Philly Residential Acquisition LP, a Pennsylvania limited partnership (“Philly”), Green Homes Real Estate, LP, a Pennsylvania limited partnership (“GH”), Nidus, LP, a Delaware limited partnership (“Nidus”), and several other related parties.  Pursuant to the Exchange Agreement, the Company will issue 3,100,000 shares of its common stock, par value $0.0001 per share, to Hawk, and in connection therewith, the Company will receive 89% of the aggregate equity interest of each of Philly, GH, and Nidus.

The Closing is still subject to certain conditions such as the completion of an audit of Philly, GH, and Nidus, and the approval of the transaction from lender, if necessary.  These conditions of Closing have not occurred and they may never be fulfilled, so the Exchange Agreement may never close.  As the Exchange Agreement has not yet closed, the Company has no interest in Philly, GH, Nidus, or any real estate at this time.
 
 
4

 
 
Philly, GP, and Nidus own and manage real estate around Philadelphia and the Delaware Valley.  Together these entities own approximately 225 separate properties with a current aggregate market value of approximately $15 million.  These are primarily comprised of residential rental units which provide a steady stream of income.

The Exchange Agreement is scheduled to close on or before November 5, 2012.  If and when the Exchange Agreement closes, the Company will be the majority-owner and assume the operations of each of Philly, GP, and Nidus. Through these majority-owned subsidiaries, the Company will own and manage real estate around Philadelphia and the Delaware Valley. The Company no longer operates in the travel industry sector.

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.
 
For the Year Ended June 30, 2012 Compared to the Year Ended June 30, 2011

Results of Operations
 
For the fiscal year ended June 30, 2012, we had $76 in revenue, versus and $700 in revenue for the fiscal year ended June 30, 2011, respectively.  The decrease in revenue was the result of the Company ceasing operations in the travel industry sector as a result of the Share Exchange Agreement.

Operating Expenses for the fiscal years ended year ended June 30, 2012 and 2011 were $114,331 and $128,929, respectively.   Expenses for the year ended June 30, 2012 consisted of $96,592 in professional fees and $17,739 for General and administrative expenses.  Expenses for the year ended June 30, 2011 consisted of $110,493 in professional fees and $18,436 for General and administrative expenses.

Capital Resources and Liquidity
 
As of June 30, 2012 we had $1,278 cash on hand.
 
The Company does not anticipate generating any revenues until it closes the Exchange Agreement.  After the Closing, if the Closing occurs, the Company will re-position itself as an owner and manager of real estate.  At such time, the Company anticipates that it will generate revenues through rental income from the real property owned by its future majority-owned subsidiaries.
 
We believe that our expenses will be very limited until the Closing and that we will have enough cash to support our daily operations until that time. However, if the Share Exchange Agreement is never consummated, we may have difficulty continuing our daily operations.  Should this occur, we will attempt to combine with another entity.  If this is not possible, we may be forced to suspend or cease operations.

The foregoing represents our best estimate of our cash needs based on current planning and business conditions.
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.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
 
5

 
 
Critical Accounting Policies

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of June 30, 2012 and 2011, there were no common share equivalents outstanding.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and notes payable approximate fair value based on the short-term maturity of these instruments.

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
We are not required to provide the information required by this Item because we are a smaller reporting company.
 
 
6

 
 
ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
 
CONTENTS
 
PAGE
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE
2
BALANCE SHEETS AS OF JUNE 30, 2012  AND  2011.
     
PAGE
3
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2012 AND 2011, FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2012.
     
PAGE
4
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY)FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2012.
     
PAGE
5
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2012 AND 2011, FOR THE PERIOD FROM DECEMBER 15, 2009 (INCEPTION) TO JUNE 30, 2012.
     
PAGES
6 - 12
NOTES TO FINANCIAL STATEMENTS.
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors of:
Praco Corporation
(A Development Stage Company)

We have audited the accompanying balance sheets of Praco Corporation (a development stage company) (the “Company”) as of June 30, 2012 and 2011 and the related statements of operations, changes in stockholders’ equity/(deficiency) and cash flows for the years ending June 30, 2012 and 2011 and for the period from December 15, 2009 (Inception) to June 30, 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 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.  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 Praco Corporation (a development stage company) as of June 30, 2012 and 2011 and the results of its operations and its cash flows for the years ending June 30, 2012 and 2011 and for the period from December 15, 2009 (inception) to June 30, 2012  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 6 to the financial statements, the Company is in the development stage with minimal operations, used cash in operations of $252,257 from inception and has a net loss since inception of $277,971. The Company also has a working capital deficiency and stockholders’ deficiency of $22,923.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 6.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
WEBB & COMPANY, P.A.
Certified Public Accountants
Boynton Beach, Florida
September 28, 2012
 
 
F-1

 
 
Praco Corporation
(f/k/a Hunt for  Travel, Inc.)
(A Development Stage Company)
Balance Sheets
 
ASSETS
   
June 30, 2012
   
June 30, 2011
 
             
Current Assets
           
Cash
  $ 1,278     $ 11,182  
Accounts Receivable, net of provision for uncollectible accounts of $0 and $0, respectively
    -       3,619  
Prepaid Expenses
    -       4,000  
Total Assets
  $ 1,278     $ 18,801  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
                 
Current Liabilities
               
Accounts Payable
  $ 6,701     $ -  
Notes Payable
    17,500       -  
Total  Liabilities
    24,201       -  
                 
Commitments and Contingencies (See Note 4)
               
                 
Stockholders' Equity/(Deficiency)
               
Preferred stock, $0.0001 par value; 5,000,000 shares authorized,
               
none issued  and outstanding
    -       -  
Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,897,500 and 6,887,500 shares
               
issued and outstanding, respectively
    690       689  
Additional paid-in capital
    254,358       181,236  
Deficit accumulated during the development stage
    (277,971 )     (163,124 )
Total Stockholders' Equity/(Deficiency)
    (22,923 )     18,801  
                 
Total Liabilities and Stockholders' Equity/(Deficiency)
  $ 1,278     $ 18,801  
 
See accompanying notes to financial statements
 
 
F-2

 
 
Praco Corporation
(f/k/a Hunt for  Travel, Inc.)
(A Development Stage Company)
Statements of Operations
 
   
For the Year Ended
   
For the Year Ended
   
For the period from December 15, 2009(inception) to
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
 
                   
Revenue
  $ 76     $ 700     $ 1,251  
                         
Operating Expenses
                       
Professional fees
    96,592       110,493       238,840  
General and administrative
    17,739       18,436       39,774  
Total Operating Expenses
    114,331       128,929       278,614  
                         
Loss from Operations
    (114,255 )     (128,229 )     (277,363 )
                         
Other Expense
                       
Interest Expense
    (592 )     -       (608 )
                         
Total Other Income / (Expense) - net
    (592 )     -       (608 )
                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (114,847 )     (128,229 )     (277,971 )
                         
Provision for Income Taxes
    -       -       -  
                         
NET LOSS
  $ (114,847 )   $ (128,229 )   $ (277,971 )
                         
Net Loss Per Share  - Basic and Diluted
  $ (0.02 )   $ (0.02 )        
                         
Weighted average number of shares outstanding
                       
  during the period - Basic and Diluted
    6,890,048       6,880,870          
 
See accompanying notes to financial statements
 
 
F-3

 
 
Praco Corporation
 
(f/k/a Hunt for Travel, Inc.)
 
(A Development Stage Company)
 
Statement of Changes in Stockholders' Equity /(Deficiency)
 
For the period from December 15, 2009 (Inception) to June 30, 2012
 
                                           
                                           
                                 
Deficit
       
                                  accumulated        
   
Preferred Stock
   
Common stock
   
Additional
   
during the
   
Total
 
                           
paid-in
   
development
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
Equity/(Deficiency)
 
                                           
Balance December 15, 2009
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
 Common stock issued for services to founder ($0.0001 per share)
    -       -       4,000,000       400       -       -       400  
                                                         
 Common stock issued for cash to founder ($0.0001 per share)
                    1,000,000       100       -       -       100  
                                                         
 Common stock issued for cash ($0.10/ per share)
    -       -       1,865,000       187       186,313       -       186,500  
                                                         
 Stock offering costs
    -       -       -       -       (13,500 )             (13,500 )
                                                         
 In kind contribution of services
    -       -       -       -       2,800       -       2,800  
                                                         
 Net loss for the period December 15, 2009 (inception) to June 30, 2010
    -       -       -       -       -       (34,895 )     (34,895 )
                                                         
 Balance, June 30, 2010
    -       -       6,865,000       687       175,613       (34,895 )     141,405  
                                                         
 Common stock issued for cash ($0.10/ per share)
    -       -       22,500       2       2,248       -       2,250  
                                                         
 Stock offering costs
    -       -       -       -       (1,825 )     -       (1,825 )
                                                         
 In kind contribution of services
    -       -       -       -       5,200       -       5,200  
                                                         
 Net loss for the year ended June 30, 2011
    -       -       -       -       -       (128,229 )     (128,229 )
                                                         
Balance, June 30, 2011
    -       -       6,887,500       689       181,236       (163,124 )     18,801  
                                                         
 In kind contribution of services and interest
    -       -       -       -       10,613       -       10,613  
                                                         
 Payment of accounts payable, debt and interest by shareholders on Company's behalf
    -       -       -       -       52,510       -       52,510  
                                                         
 Common stock issued for cash ($1.00/ per share)
    -       -       10,000       1       9,999       -       10,000  
                                                         
 Net loss for the the year ended June 30, 2012
    -       -       -       -       -       (114,847 )     (114,847 )
                                                         
Balance, June 30, 2012
    -     $ -       6,897,500     $ 690     $ 254,358     $ (277,971 )   $ (22,923 )
 
See accompanying notes to financial statements
 
 
F-4

 
 
Praco Corporation
 
(f/k/a Hunt for Travel, Inc.)
 
(A Development Stage Company)
 
Statements of Cash Flows
 
                   
   
For the Year Ended
   
For the Year Ended
   
For the period from December 15, 2009(inception) to
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
 
Cash Flows Used in Operating Activities:
                 
Net Loss
  $ (114,847 )   $ (128,229 )   $ (277,971 )
Adjustments to reconcile net loss to net cash used in operations
                       
In-kind contribution of services and interest
    10,613       5,200       18,613  
Shares issued to founder for services
    -       -       400  
Changes in operating assets and liabilities:
                       
Decrease/(Increase) in prepaid expenses
    4,000       (4,000 )     -  
Decrease/(Increase) in accounts receivable
    3,619       (2,392 )     -  
Increase/(Decrease) in accounts payable and accrued expenses
    6,701       (2,855 )     6,701  
Net Cash Used In Operating Activities
    (89,914 )     (132,276 )     (252,257 )
                         
Cash Flows From Financing Activities:
                       
Proceeds from note payable - stockholder
    28,330       -       28,330  
Repayment of note payable - stockholder
    (10,830 )     -       (10,830 )
Proceeds from issuance of common stock, net of offering costs
    10,000       425       183,525  
Contribution of capital by stockholders
    52,510       -       52,510  
Net Cash Provided by Financing Activities
    80,010       425       253,535  
                         
Net Increase (Decrease) in Cash
    (9,904 )     (131,851 )     1,278  
                         
Cash at Beginning of Period
    11,182       143,033       -  
                         
Cash at End of Period
  $ 1,278     $ 11,182     $ 1,278  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ 179     $ -     $ 195  
Cash paid for taxes
  $ -     $ -     $ -  
                         
                         
Supplemental disclosure of non-cash investing and financing activities:
  $ -     $ -     $ -  
 
See accompanying notes to financial statements
 
 
F-5

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A)  Organization
 
Hunt for Travel, Inc. (a development stage company) (the "Company") was incorporated in Nevada on December 15, 2009 to design and market enrichment excursions for U.S. travelers. The enrichment component of these trips can be educational, informational or experiential and is tailored to the travelers’ specific interests and tastes. Enrichment travel can also be referred to as adventure travel (See Note 7).

Effective February 21, 2012, the Company filed with the State of Nevada a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Hunt for Travel, Inc. to Praco Corporation.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates. Significant estimates include valuation of equity based transactions and the valuation of deferred tax assets.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At June 30, 2012 and June 30, 2011, the Company had no cash equivalents.

(D) Loss Per Share
 
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.”  As of June 30, 2012 and June 30, 2011 there were no common share equivalents outstanding.

 
F-6

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
As of June 30, 2012, the Company has a net operating loss carryforward of approximately $258,778 available to offset future taxable income through June 30, 2032.  The valuation allowance at June 30, 2012 was $99,764. The valuation allowance at June 30, 2011 was $59,651.   The net change in the valuation allowance for the year ended June 30, 2012 was an increase of $40,113. The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2032. The Company’s federal income tax returns for the years ended June 30, 2009 through June 30, 2012 remain subject to examination by the Internal Revenue Service as of June 30, 2012.
 
The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:

   
June 30, 2012
   
June 30, 2011
 
                 
Deferred tax liability:
  $ -     $ -  
Deferred tax asset
               
     Net Operating Loss Carryforward
    99,764       59,651  
     Valuation allowance
    (99,764 )     (59,651 )
     Net deferred tax asset
    -       -  
     Net deferred tax liability
  $ -     $ -  
                 
                 
                 
   
June 30, 2012
   
June 30, 2011
 
                 
Federal
               
     Current
  $ -     $ -  
     Deferred
    -       -  
    $ -     $ -  
State and Local
               
     Current
  $ -     $ -  
     Deferred
    -       -  
    $ -     $ -  
                 
 
 
F-7

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
The Company's income tax expense differed from the statutory rates (federal 34% and state 6.9%) as follows:
 
   
June 30, 2012
   
June 30, 2011
 
                 
Statutory rate applied to earnings before income taxes:
  $ (44,273 )   $ (49,432 )
Increase (decrease) in income taxes resulting from:
               
     State income taxes
            -  
     Change in deferred tax asset valuation allowance
    40,113       47,432  
     Non-deductible expenses
    4,160       2,000  
                 
Income Tax Expense
  $ -     $ -  
                 

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Accounts Receivable

Accounts receivable represents obligations from customers that are subject to normal collection terms.  The Company periodically evaluates the collectability of its accounts receivable and considers the need to adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. 

(H) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company recognizes revenue derived from travel related transactions on the net basis when the Company is not the merchant of record and the prices and services are determined by and provided by third parties.
 
 
F-8

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
(I) Concentration of Credit Risk

For the years ended June 30, 2012 and 2011, 100% of sales earned were from one Customer.
 
At June 30, 2011, 100% of accounts receivable were from one Customer.

(J) Fair Value of Financial Instruments
 
The carrying amounts on the Company’s financial instruments including accounts receivable, accounts payable and note payable, approximate fair value due to the relatively short period to maturity for these instruments.

(K) Recent Accounting Pronouncments
 
In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

NOTE 2
NOTES PAYABLE
 
On June 5, 2012 the Company received $9,000 from an unrelated party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended June 30, 2012, the Company recorded $202 as an in-kind contribution of interest (See Note 3(B)).

On June 25, 2012 the Company received $8,500 from an unrelated party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended June 30, 2012, the Company recorded $158 as an in-kind contribution of interest (See Note 3(B)).
 
 
F-9

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
 
During the year ended June 30, 2012, the Company received $10,830 from an unrelated party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand.  As of June 30, 2012, a stockholder paid $10,830 of the note payable on the Company's behalf, which was recorded as a contribution of capital. Interest of $232 was also recorded as an in-kind contribution (See Note 3(B)).
 
NOTE 3
STOCKHOLDERS’ EQUITY

(A) Common Stock Issued for Cash
 
On March 29, 2012, the Company sold 10,000 shares of common stock for cash totaling $10,000 ($1/share).
 
During the year ended June 30, 2011, the Company issued 22,500 shares of common stock for $2,250 ($0.10/share) and paid $1,825 in offering costs.
 
For the period ended June 30, 2010, the Company issued 1,865,000 shares of common stock for $186,500($0.10/share) and paid $13,500 in offering costs.  The Company also issued 1,000,000 shares of common stock to its founder for $100 ($0.0001 per share) (See Note 5).
 
(B) In-Kind Contribution of services and interest
 
For the year ended June 30, 2012, the Company recorded $592 as an in kind contribution of interest (See Note 2).
 
For the year ended June 30, 2012, shareholders of the Company contributed services having a fair value of $10,021 (See Note 5).
 
For the year ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 5).
 
For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $2,800 (See Note 5).

 
F-10

 
 
PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
 
(C) Stock Issued for Services

On December 15, 2009, the Company issued 4,000,000 shares of common stock to its founder having a fair value of $400 ($0.0001/share) based on a recent cash price in exchange for services provided (See Note 5).

(D) Amendment to Articles of Incorporation

Effective February 21, 2012, the Company Amended its Certificate of Incorporation to change its name from Hunt for Travel, Inc. to Praco Corporation.

(E) Expenses paid on Company's behalf

During the year ended June 30, 2012, stockholders paid $52,510 of accounts payable, loans payable and accrued interest on the Company’s behalf, which was recorded as a contribution of capital (See Note 5).
 
NOTE 4
COMMITMENTS

On February 8, 2010, the Company entered into a consulting agreement with Europa Capital Investments, LLC to receive administrative and other miscellaneous consulting services.  The Company is required to pay $5,000 a month.  The agreement is to remain in effect unless either party desired to cancel the agreement.  Effective March 1, 2012, the agreement was terminated.

On April 1, 2012, the Company entered into a new consulting agreement with Europa Capital Investments, LLC for administrative and other miscellaneous services. The terms of the agreement remain the same as the prior agreement.

NOTE 5
RELATED PARTY TRANSACTIONS
 
For the year ended June 30, 2012, shareholders of the Company contributed services and in-kind interest having a fair value of $10,613 (See Note 3(B)).
 
 
F-11

 

PRACO CORPORATION
(F/K/A HUNT FOR TRAVEL, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
 
 
During the year ended June 30, 2012, the principal stockholder paid $52,510 of accounts payable, loans payable and accrued interest on the Company’s behalf, which was recorded as a contribution of capital (See Note 3(E)).

For the year ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the year ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $2,800 (See Note 3(B)).

On December 19, 2009, the Company issued 5,000,000 shares of common stock to its founder having a fair value of $500 ($0.0001/share) in exchange for services and cash (See Note 3 (A) and 3 (C)).

NOTE 6 
GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, used cash in operations of $252,257 from inception and has a net loss since inception of $277,971. The Company also has a working capital deficiency and stockholders’ deficiency of $22,923.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
NOTE 7
SUBSEQUENT EVENTS
 
On August 15, 2012, the Company issued 5,000 shares of common stock for $10,000 ($2/share).
 
On September 14, 2012 the Company received $20,000 from an unrelated party in exchange for a promissory note. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand.
 
On July 3, 2012, Praco Corporation (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Hawk Opportunity Fund, LP, a Delaware limited partnership (“Hawk”), Philly Residential Acquisition LP, a Pennsylvania limited partnership (“Philly”), Green Homes Real Estate, LP, a Pennsylvania limited partnership (“GH”), Nidus, LP, a Delaware limited partnership (“Nidus”), R. Scott Williams (“Williams”), David S. Callan (“Callan”), Carolyn Hunter (“Hunter”), and several other related parties.
 
Pursuant to the Exchange Agreement, Praco will issue 3,100,000 shares of its common stock, par value $0.0001 per share (the “Praco Shares”) to Hawk, and in connection therewith, Williams and Callan, the control persons and majority owners of Hawk, will transfer to Praco the general partnership interest and 89% of the aggregate equity interest of each of Philly, GH, and Nidus.  Williams and Callan will remain limited partners and each retain a 5.5% equity interest in each of Philly, GH, and Nidus after the closing of the transaction contemplated in the Exchange Agreement (the “Closing”).  Philly, GP, and Nidus are currently solely owned and controlled by Williams and Callan.
 
In addition, the chief executive officer and sole director of the Company, Hunter, will receive a note for payment within one month of Closing of $25,000 from Hawk, part of which she must use to pay off all of the outstanding liabilities of Praco.  Finally, 4,750,000 of Hunter’s Praco Shares will be canceled and she will resign from her positions as chief executive officer and sole director of the Company, and appoint Williams as the sole member and chairman of the board of directors, Walker Robinson as President, and Callan as Secretary, or their successors or assigns.
 
The primary conditions to Closing include (1) Williams and Callan receiving all required consents and assignments with counterparties to mortgages and other agreements that Philly, GP, and Nidus are parties to, and (2) Williams and Callan obtaining audited financial statements for Philly, GP, and Nidus. The Exchange Agreement is scheduled to close on or before November 5, 2012. As of the date of these financial statements, the transaction has not closed.
 
 
F-12

 
 
ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our accountant is Webb & Company, P.A. Independent Registered Public Accounting Firm. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
 
ITEM 9A.        CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary, Treasurer and Director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
  
Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2012.  The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our President have determined and concluded that, as of June 30, 2012, the Company’s internal control over financial reporting was effective.
 
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 the Company's 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 Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
PART III

ITEM 10.         DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name and age of our sole officer and director as of September 28, 2012. Our Executive officer is elected annually by our Board of Director. Our executive officer holds office until she resigns, is removed by the Board, or her successor is elected and qualified.  
 
Name
Age
Position
Carolyn Hunter
68
President, Chief Financial Officer, Secretary, Treasurer and Director
 
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
 
Carolyn Hunter, President, Chief Financial Officer, Secretary, Treasurer and Director, Age 68, Carolyn Hunter has over twenty two (22) years experience working in the travel services industry. From November 1988 to September 1991, Carolyn Hunter began her career as a travel consultant with Sanditz Travel, formerly known as All Points Travel located in Simsbury, Connecticut.  Her responsibilities included providing customers with professional and expert advice regarding the sale of  travel related products and services to customers, on behalf of suppliers, such as airlines, car rentals, cruise lines, hotels, railways, sightseeing tours and package holidays.  From January 1998 through December 1998, Ms. Hunter worked for WorldTek Travel as a corporate travel manager.  Her responsibilities in this capacity included managing and supervising the agency’s sales department.  From March 2000 to present, Ms. Hunter has worked as a travel agent on a part-time basis for Traveling of Chapel Hill, North Carolina, formerly known as Circle Travel where she is responsible for consulting potential customers with their travel plans. In December of 1994, Ms. Hunter obtained a Certified Travel Consultant degree.  Additionally, from 1961 through 1965, Ms. Hunter obtained a Bachelor of Arts degree from Baker University located in Baldwin, Kansas.
 
 
7

 
 
Term of Office
 
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. Our officers are appointed by our board of directors and hold office until removed by the board.

Employment Agreements

We currently do not have an employment agreement with Ms. Hunter.

Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
 
·  
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·  
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
·  
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
·  
been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
·  
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
·  
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
 
 
8

 
 
Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.
 
Board Committees

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee.  We do not have an audit committee financial expert serving on our Board of Directors
 
ITEM 11.         EXECUTIVE COMPENSATION.

The following sets forth information with respect to the compensation awarded or paid to Ms. Hunter, our President, Chief Financial Officer, Secretary, Treasurer and Director for all services rendered by her in all capacities to us in fiscal 2011 and 2012.

Summary Compensation Table

The following table sets forth information regarding each element of compensation that we pay or award to Ms. Hunter for fiscal 2011 and 2012.

Name and
Principal Position
 
Year
 
Salary($)
   
All Other
Compensation ($)
   
Total($)
 
Carolyn Hunter,
 
2012
 
$
0
   
$
0
   
$
0
 
President, Chief Financial Officer,
Secretary, Treasurer and Director
 
2011
 
$
0
   
$
0
   
$
0
 
 
Outstanding Equity Awards at Fiscal Year-End Table

We had no outstanding equity awards as of the end of fiscal 2012.
 
Compensation of Directors

Our sole director, Ms. Carolyn Hunter is not compensated for her services as a director.  

Compensation Committee Interlocks and Insider Participation

Our Board of Directors does not have a compensation committee and the entire Board of Directors performs the functions of a compensation committee.

No member of our Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.
 
 
9

 
 
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 September 28, 2012 and by the officers and directors, 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)
 
Carolyn Hunter
   
5,000,000
     
72.44
%
90122 Hoey Road
Chapel Hill, NC 27517
               
                 
All Executive Officers and Directors as a group
(1 person)
   
5,000,000
     
72.44
%
 
(1) Based on 6,902,500 shares of common stock outstanding as of September 28, 2012
  
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
 
For the year ended June 30, 2012, the Company recorded $592 as an in kind contribution of interest.
 
For the year ended June 30, 2012, shareholders of the Company contributed services having a fair value of $10,021.
 
For the year ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $5,200.
 
For the year ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $2,800.
 
Pursuant to the Exchange Agreement discussed above, upon the Closing, 4,750,000 of the shares of common stock of the Company held by Carolyn Hunter will be canceled and she will resign from her positions as chief executive officer and sole director of the Company, and appoint R. Scott Williams as the sole member and chairman of the board of directors, Walker Robinson as President, and David S. Callan as Secretary, or their successors or assigns.  In addition, within one month of Closing, Ms. Hunter will receive $25,000 from Hawk Opportunity Fund, LP, part of which she must use to pay off all of the outstanding liabilities of the Company.
 
ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
Director Independence
 
We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:

  
the director is, or at any time during the past three years was, an employee of the company;
  
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
  
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
  
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
  
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
  
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
 
 
10

 
 
We do not currently have a separately designated audit, nominating or compensation committee.
 
ITEM 14.         PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the Company’s fiscal years ended June 30, 2012 and June 30, 2011, we were billed approximately $9,500 and $5,261, respectively, for professional services rendered for the audit and reviews of our financial statements.

Audit Related Fees

The Company did not incur any audit related fees, other than the fees discussed in Audit Fees, above, for services related to our audit for the fiscal years ended June 30, 2012 and June 30, 2011.

Tax Fees

For the Company’s fiscal years ended June 30, 2012 and June 30, 2011, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company incurred $0 and $5,841, respectively, in audit related fees pertaining to the filing of a registration statement during the fiscal years ended June 30, 2012 and 2011.

Pre-Approval of Services

We do not have an audit committee. As a result, our Board of Directors performs the duties of an audit committee. Our Board of Directors evaluates and approves in advance the scope and cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.

PART IV

ITEM 15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as part of this report:
 
Financial Statements:

The balance sheets of the Company as of June 30, 2012 and June 30, 2011, the related statements of operations, changes in stockholders’ equity (deficiency) and cash flows for the years then ended, the footnotes thereto, and the report of Webb & Company, P.A., independent auditors, are filed herewith.
 
 
11

 

Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.
  
(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
 
Exhibit Number
 
Description
     
2.1
 
Exchange Agreement dated July 3, 2012 (1)
     
3.1
 
Articles of Incorporation (2)
     
3.2
 
Certificate of Amendment to the Articles of Incorporation (3)
  
   
3.3
 
By-Laws (2)
     
10.1
 
Hunt for Travel – Europa Agreement (4)
     
31.1
 
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
     
 32.1*
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
     
101.INS **
 
XBRL Instance Document
  
   
101.SCH **
 
XBRL Taxonomy Schema
     
101.CAL **
 
XBRL Taxonomy Calculation Linkbase
     
101.DEF **
 
XBRL Taxonomy Definition Linkbase
     
101.LAB **
 
XBRL Taxonomy Label Linkbase
     
101.PRE **
 
XBRL Taxonomy Presentation Linkbase

(1)  Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2012.
(2)  Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 7, 2010.
(3)  Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2012.
(4)  Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 7, 2011
*In accordance with the SEC Release 33-8238, deemed being furnished and not filed. 
** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
12

 
 
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, thereunto duly authorized.

Date: September 28, 2012
 
Praco Corporation
 
/s/ Carolyn Hunter
Name: Carolyn Hunter
Position: President,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting Officer, Director

 
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/ Carolyn Hunter
 
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Director Officer and Chairman of the Board
 
September 28, 2012
Carolyn Hunter
     

 
13

 
 
EXHIBIT LIST

Exhibit Number
 
Description
     
2.1
 
Exchange Agreement dated July 3, 2012 (1)
     
3.1
 
Articles of Incorporation (2)
     
3.2
 
Certificate of Amendment to the Articles of Incorporation (3)
  
   
3.3
 
By-Laws (2)
     
10.1
 
Hunt for Travel – Europa Agreement (4)
     
31.1
 
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
     
 32.1*
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
     
101.INS **
 
XBRL Instance Document
  
   
101.SCH **
 
XBRL Taxonomy Schema
     
101.CAL **
 
XBRL Taxonomy Calculation Linkbase
     
101.DEF **
 
XBRL Taxonomy Definition Linkbase
     
101.LAB **
 
XBRL Taxonomy Label Linkbase
     
101.PRE **
 
XBRL Taxonomy Presentation Linkbase

(1)  Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2012.
(2)  Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 7, 2010.
(3)  Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2012.
(4)  Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on March 7, 2011
*In accordance with the SEC Release 33-8238, deemed being furnished and not filed. 
** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 
14

PINX:PRAY Praco Corp Annual Report 10-K Filling

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