10-Q/A
June 30, 2017
NEVADA | 35-7654530 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
|
| |
(Address of principal executive offices) | (Zip Code) |
(702) 738-2051
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| Emerging Growth Company ☒ |
Yes ☒ No☐
No ☐
June 30, 2017 PART I ITEM 1. FINANCIAL STATEMENTS ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 4. CONTROLS AND PROCEDURES PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4. MINE SAFETY DISCLOSURES ITEM 5. OTHER INFORMATION ITEM 6. EXHIBITS Contents Page(s) F-4 December 31, 2016 March 31, 2016 ASSETS CURRENT ASSETS: Cash Prepaid Expenses Total Current Assets Total Assets LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Advances from stockholders Total Current Liabilities Total Liabilities COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock par value $0.0001: 500,000,000 shares authorized;16,500,000 shares issued and outstanding Additional paid-in capital Accumulated deficit Total Stockholders' Equity Total Liabilities and Stockholders' Equity For nine months For nine months For three months For three months ending ending ending ending December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Revenue Operating Expenses Professional fees General and administrative expenses Total operating expenses Loss from Operations Income Tax Provision Net Loss Net Loss per Common Share - Basic and Diluted Weighted average common shares outstanding:- basic and diluted For the nine months For the nine months ending ending December 31, 2016 December 31, 2015 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities: Prepaid Expenses Accrued expenses and other current liabilities Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES: Advances from (repayment to) stockholders Capital contribution Net cash provided by financing activities Net change in cash Cash at beginning of the reporting period Cash at end of the reporting period SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Interest paid Income tax paid Seguin Natural Hair Products, Inc. 2017. included in financial statements. (c) We would update and expand our website. This includes making our products available for sale through our website. We estimate this process to take approximately 2 months and cost $25,000 We expect that if we had the $648,500 that we need in order to commence production that it would take approx. 120 days before we would be in a position to ship out our first order. SEC. Until such time as we can implement our business plan we anticipate ongoing losses. 2017 2017. Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained or as our operating environment changes.December 31, 2016F-1 3 75 75 86 86 86 86 86 86 86 December 31, 2016Balance sheets at December 31, 2016June 30, 2017 (unaudited) and March 31, 20162017F-2 Statements of operations for the nine and three months ended December 31,June 30, 2017 and 2016 and 2015 (unaudited)F-3 Statement of cash flows for the ninethree months ended December 31,June 30, 2017 and 2016 and 2015 (unaudited) Notes to the financial statements (unaudited) F-5 Seguin Natural Hair Products, Inc.Balance Sheets(Unaudited) $ 554 $ 21,781 99 2,379 653 24,160 $ 653 $ 24,160 236 236 236 236 236 236 1,650 1,650 82,662 63,332 (83,895 ) (41,058 ) 417 23,924 $ 653 $ 24,160 See accompanying notes to the unaudited financial statements. F-2Seguin Natural Hair Products, Inc.Statements of Operations(Unaudited) $ - $ - $ - $ - 30,039 34,095 2,830 3,307 12,798 2,278 8,558 42 42,837 36,373 11,388 3,349 (42,837 ) (36,373 ) (11,388 ) (3,349 ) - - - - $ (42,837 ) $ (36,373 ) $ (11,388 ) $ (3,349 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) 16,500,000 16,500,000 16,500,000 16,500,000 See accompanying notes to the unaudited financial statements. F-3Seguin Natural Hair Products, Inc.Statements of Cash Flows(Unaudited) $ (42,837 ) $ (36,373 ) 2,280 - - 3,307 (40,557 ) (33,066 ) - 156 19,330 - 19,330 156 (21,227 ) (32,910 ) 21,781 44,710 $ 554 $ 11,800 $ - $ - $ - $ - See accompanying notes to the unaudited financial statements.F-4 December 31, NOT REVIEWED June 30, 2017 March 31, 2017 ASSETS CURRENT ASSETS: Cash $ 993 $ 622 Total Current Assets 993 622 Total Assets $ 993 $ 622 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accrued expenses and other current liabilities $ 6,865 $ 2,249 Advances from stockholders 7,000 236 Total Current Liabilities 13,865 2,485 Total Liabilities 13,865 2,485 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: 1,650 1,650 Additional paid-in capital 91,693 90,693 Accumulated deficit (106,215 ) (94,206 ) Total Stockholders' Equity (12,872 ) (1,863 ) Total Liabilities and Stockholders' Equity $ 993 $ 622 NOT REVIEWED For three months For three months ending ending June 30, 2017 June 30, 2016 Revenue $ - $ - Operating Expenses Professional fees 13,069 21,412 General and administrative expenses 223 4,125 Total operating expenses 13,292 25,537 Loss from Operations (13,292 ) (25,537 Income Tax Provision - - Net Loss $ (13,292 ) $ (25,537 ) Net Loss per Common Share - Basic and Diluted $ (0.00 ) $ (0.00 ) Weighted average common shares outstanding: - basic and diluted 16,500,000 16,500,000 NOT REVIEWED For the three months For the three months ending ending June 30, 2017 June 30, 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (13,292 ) $ (25,537 ) Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities: Prepaid Expenses - 1,686 Accrued expenses and other current liabilities 12,663 6,000 Net cash used in operating activities (629 ) (17,851 ) CASH FLOWS FROM FINANCING ACTIVITIES: Capital contribution 1,000 3,965 Net cash provided by financing activities 1,000 3,965 Net change in cash 371 (13,886 ) Cash at beginning of the reporting period 622 21,781 Cash at end of the reporting period $ 993 $ 7,895 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Interest paid $ - $ - Income tax paid $ - $ - and 2015– - Organization and Basis of Representation20162017 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 13, 2016.2 3 – Going Concern“Presentation “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern(“ (“ASU 2014-15”).business.Asbusiness.As reflected in the financial statements, the Company had an accumulated deficit at December 31, 2016,June 30, 2017, a net loss and net cash used in operating activities for the reporting periodthenperiod then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.3 4 – Stockholders’Stockholders’ Equity (Deficit)45 – Related Party Transactionsyearquarter ended March 31, 2015,June 30, 2017, a significant stockholder holding less than 5% of shares of the Company advanced $80$7,000 to the Company, which was recorded as non-interestinterest bearing advances from shareholders, payable on demand.During the year ended March 31, 2016, a significant stockholder of the Company advanced $236 to the Company, which was recorded as non-interest bearing advances from shareholders,stockholders, payable on demand. The total due at December 31, 2016accrued interest in amount of $138 is $236. Contributionninethree months ended 12/31/16,June 30, 2017, Oivi Launonen, CEOex-CEO of the Company, made a total capital contribution of $19,330.July 2016,August 2017, assuming we do not commence operations during such period, but will not be able to implement our business plan until we are successful in raising an additional $648,500. Assuming that we are successful in raising the addition capital required to implement our business plan, we foresee the following steps taking place: 3$25,000.4andninemonths endedDecember 31, June 30, 2017 and 2016 and 2015and nine months ended December 31, 2016June 30, 2017 were $11,388 and $42,837$13,292 as compared to $3,349 and $36,373$25,537 for the three and nine months ended December 31, 2015.June 30, 2016. The increasedecrease in operating expenses for the ninethree months ended December 31, 2016June 30, 2017 as compared to the ninethree months ended December 31, 2015June 30, 2016 is primarily attributable to legal and accounting fees incurred in connection with updating of the Company’s filings with the SEC.and nine months ended December 31,June 30, 2017 and 2016 and 2015 was $(0.00) and $(0.00).December 31, 2016 June 30, 2017 and March 31, 2016December 31, 2016June 30, 2017 and March 31, 2016.2017. As of December 31, 2016,June 30, 2017, we had $554$993 in cash as compared to $21,781at$622 at March 31, 2016.2017. Total liabilities at December 31, 2016June 30, 2017 were $236$13,865 consisting of accrued expenses totaling $6,865 and advances from shareholders totaling $236.$7,000. At March 31, 2016,2017, liabilities totaled $236$2,485 consisting of $2,249 in accrued expenses and $236 as advances from related shareholders.stockholders. Advances from shareholdersstockholders are due on demand with no interest due on the outstanding balance. Unless our officersofficers/related stockholders continue to advance funds to the Company, of which there can be no assurance, or the Company receives an infusion of capital, it is unlikely that the Company will continue operations. At December 31, 2016June 30, 2017 we had an accumulated deficit of $(83,895)$(106,215) as compared to $(41,058)$(94,206) at March 31, 2016.December 31, 2016,June 30, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 5 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses. Certain of these accounting policies are considered to be critical accounting policies, as defined below. consolidated financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Critical accounting estimates have the following attributes: (1) they require us to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate we used that are reasonably likely to occur, could have a material effect on our financial condition or results of operations. 6
31.2 32.1 32.2 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended SEGUIN NATURAL HAIR PRODUCTS, INC. (Registrant) By: /s/ Chief Executive Officer Chief Financial Officer (Principal Accounting Officer)The certification required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1 and 31.2, respectively, to this quarterly report on Form 10-Q.December 31, 2016,June 30, 2017, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.7 ITEM 1.LEGAL PROCEEDINGSThere are no material legal proceedings pending against the Company to the knowledge of management.ITEM 1. LEGAL PROCEEDINGS ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 3.DEFAULTS UPON SENIOR SECURITIESITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4.MINE SAFETY DISCLOSURESITEM 4. MINE SAFETY DISCLOSURES ITEM 5.OTHER INFORMATIONThe Company became a reporting company as a result of filing a Registration Statement on Form S-1 with the Securities and Exchange Commission (SEC). The Registration Statement was declared effective by SEC order on January 21, 2016. The Registration Statement was filed for the benefit of Selling Security Holders. The Company will not receive any proceeds from the sale of the Common Stock covered by this prospectus. Our Common Stock is presently not traded on any market, securities exchange or electronic trading platform.ITEM 6.EXHIBITS31.1OTHER INFORMATION 31.1 SeptemberJune 30, 20162017 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements 8SIGNATURESFebruaryAugust 21, 2017Oivi LaunonenOivi Launonen9