UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORMForm 10-Q


[X] QUARTERLY REPORT UNDER

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:ended December 31, 2014September 30, 2015


[  ] TRANSITION REPORT UNDER

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________________ to ______________________


Commission File Number:file number 333-103621333-174759



[emsf10q_093015apg001.jpg]

LIGHTCOLLAR,EMS FIND, INC.

(Exact Name of small business issuerRegistrant as Specified in its charter)Its Charter)


Nevada

 

42-1771342

(State or Other Jurisdiction of incorporation)Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

73 Buck Road, Suite 2, Huntingdon Valley, PA

19006

(Address of principal executive offices)

(Zip Code)

(267)  538-4369

(Registrant's Telephone Number, Including Area Code)


2248 Meridian Blvd Ste H.

Minden, Nevada 89423

(Address of principal executive offices)


(303) 250-0775

(Registrant’s telephone number)


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.  

[X] Yes [X] No [   ] No


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 [   ]  No [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.(Check One):


Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer [   ]

[   ] (DoSmaller reporting company [X]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X][   ]  No [   ][X]


AsThe number of February 14, 2014, there were 28,250,000 shares outstanding of the registrant’sissuer's common stock, $0.001 par value common stock issued and outstanding.


per share, was 28,956,715 as of November 18, 2015.





LIGHTCOLLAR, INC.*


TABLE OF CONTENTSEMS FIND, INC.


INDEX


 

Page

PART I. FINANCIAL INFORMATION

 

Part I.  Financial Information

4

 

 

ITEMItem 1.  Financial Statements.

FINANCIAL STATEMENTS

3

ITEM 2.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

15

ITEM 4.

CONTROLS AND PROCEDURES    

15

4

 

 

PART II. OTHER INFORMATIONConsolidated Balance Sheets as of September 30, 2015 (unaudited) and June 30, 2015

5

 

 

ITEM 1.Consolidated Statements of Operations for the three months ended September 30, 2015 and 2014 (unaudited)

LEGAL PROCEEDINGS6

Consolidated Statements of Comprehensive Income (Loss) for the three ended September 30, 2015 and 2014 (unaudited)

7

Consolidated Statements of Cash Flows for the three months ended September 30, 2015 and 2014 (unaudited)

8

Notes to Unaudited Consolidated Financial Statements

9

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

16

 

 

ITEM 1A.

RISK FACTORSItem 4. Controls and Procedures.

16

 

 

ITEM 2.Part II.  Other Information

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1617

 

 

ITEM 3.Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

DEFAULTS UPON SENIOR SECURITIES

1617

 

 

ITEM 4.Item 6.  Exhibits.

MINE SAFETY DISCLOSURES

1617

 

 

ITEM 5.Signatures

OTHER INFORMATION

16

ITEM 6.

EXHIBITS

1618




Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of LIGHTCOLLAR, INC. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”LCLL,” "our," "us," the "Company," refers to LIGHTCOLLAR, INC.



2



PART I -I. FINANCIAL INFORMATION


ITEMItem 1.  FINANCIAL STATEMENTS



Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.



The results of operations for the three months ended September 30, 2015 and 2014 are not necessarily indicative of the results for the entire fiscal year or for any other period.






LIGHTCOLLAR,EMS FIND, INC.


Financial Statements


December 31, 2014September 30, 2015

(Unaudited)









Financial Statement Index


Balance Sheets

4


Statements of Operations

5


Statements of Cash Flows

6


Notes to the Financial Statements

7







LIGHTCOLLAR, INC.

Balance Sheets as of December 31, and March 31, 2014

 

 

 

 

 

 

 

 

 

December 31,

2014

 

March 31,

 2014

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

$

 

$

 

 

 

 

 

 

 

Total assets

 

$

 

$

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

  Accounts payable

 

$

6,189 

 

$

4,253 

  Loan from stockholders

 

 

84,535 

 

 

56,535 

Total current liabilities

 

 

90,724 

 

 

60,788 

 

 

 

 

 

 

 

Total liabilities

 

 

90,724 

 

 

60,788 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

  Preferred stock, par value $0.001, 20,000,000 shares authorized

 

 

 

 

 

 

  None issued and outstanding

 

 

 

 

 

  Common stock, par value $0.001, 100,000,000 shares authorized

 

 

 

 

 

 

  28,250,000 shares issued and outstanding as of December 31,

  and March 31, 2014

 

 

28,250 

 

 

28,250 

  Additional paid-in capital

 

 

28,250 

 

 

28,250 

Accumulated deficit

 

 

(147,224)

 

 

(117,288)

Total stockholders' deficit

 

 

(90,724)

 

 

(60,788)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

 

$

 

 

 

 

 

 

 

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

EMS Find, Inc.

Consolidated Balance Sheets

As of September 30, 2015 and June 30, 2015

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

 

September 30,

 

 

June 30,

 

 

 

 

 

2015

 

 

2015

 

 

 

 

 

Unaudited

 

 

Audited

 

Current Assets

 

 

 

 

 

 

 

 

Cash

 

$

89,068

 

$

45,843

 

 

Accounts receivable

 

 

-

 

 

-

 

Total Current Assets

 

 

89,068

 

 

45,843

 

Other Assets

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

1,306

 

 

1,353

 

 

Fixed assets held for sale, net

 

 

27,080

 

 

27,080

 

 

Pre-paid fees

 

 

32,083

 

 

-

 

 

Deposits

 

 

700

 

 

-

 

Other Assets

 

 

61,169

 

 

28,433

 

      TOTAL ASSETS

 

$

150,237

 

$

74,276

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFECIT

 

 

Short Term Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

19,267 

 

$

20,545 

 

 

Due to related party

 

 

50,000 

 

 

129,015 

 

 

Notes Payable

 

 

 

 

31,222 

 

Total Short Term Liabilities

 

 

69,267 

 

 

180,782 

 

      TOTAL LIABILITIES

 

$

69,267 

 

$

180,782 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Shares payable (120,000 common stock $0.001 par value)

30 

 

 

120 

 

 

Series A Preferred stock,  $0.001 par value, (20,000,000 shares

 

 

 

 

 

 

authorized 500,000 and 1,000,000 shares issued and

 

 

 

 

 

 

outstanding as of September 30, 2015 and June 30, 2015)

500 

 

 

1,000 

 

 

Common stock,  $0.001 par value, (100,000,000 shares authorized

 

 

 

 

 

 

28,831,735 and 28,364,535  shares issued and outstanding

 

 

 

 

 

 

as of  September, 2015 and June 30, 2015)

 

 

28,832 

 

 

28,365 

 

 

Additional paid in capital

 

 

416,186 

 

 

(6,817)

 

 

Retained earnings

 

 

(364,578)

 

 

(129,174)

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

80,970 

 

 

(106,506)

 

 

       TOTAL LIABILITIES &

 

 

 

 

 

 

 

 

             STOCKHOLDERS' EQUITY

 

 

150,237 

 

 

74,276 

 

 

 

 

 

 

 

 

 

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





LIGHTCOLLAR, INC.

Statements of operations (Unaudited)

For the three months and nine months ended December 31, 2014 and 2013.

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

December 31,

 

December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

8,145 

 

 

7,493 

 

 

22,855 

 

 

16,575 

 

Memberships

 

 

 

 

 

2,000 

 

 

 

 

 

10,000 

 

General and administrative expenses

 

2,790 

 

 

450 

 

 

7,081 

 

 

1,900 

 

Total operating expenses

 

 

10,935 

 

 

9,943 

 

 

29,936 

 

 

28,475 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(10,935)

 

$

(9,943)

 

$

(29,936)

 

$

(28,475)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Share-Basic and Diluted

 

$

 Nil

 

$

 Nil

 

$

 Nil

 

$

 Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number

 

 

 

 

 

 

 

 

 

 

 

 

of Common Shares Outstanding

 

 

28,250,000 

 

 

28,250,000 

 

 

28,250,000 

 

 

28,250,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


EMS FIND, INC.

 Consolidated Statements of Operations

For The Three Months Ended September 30, 2015 and 2014

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

2015

 

 

2014

 

 

 

 

Unaudited

 

 

Unaudited

 

Revenues

 

 

 

 

 

 

 

Gross sales

$

 

$

 

 

COGS

 

 

 

 

 

Gross profit

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

Consulting fees

 

28,134 

 

 

105 

 

 

Professional fees

 

18,689 

 

 

 

 

Executive compensation

 

122,227 

 

 

 

 

Research & Development

 

16,088 

 

 

 

 

Payroll Expense

 

26,803 

 

 

 

 

General & administrative

 

19,971 

 

 

12,421 

 

 

Rent

 

3,200 

 

 

1,500 

 

 

Depreciation & amortization

 

47 

 

 

 

Total Expenses

 

235,159 

 

 

14,026 

 

 

 

 

 

 

 

 

 

Income (Loss)  From Operations

 

(235,159)

 

 

(14,026)

 

 

 

 

 

 

 

 

 

Other Income & Expenses

 

 

 

 

 

 

 

Other income

 

 

 

 

 

Interest expense

 

(243)

 

 

 

Total Other Income

 

(243)

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

26,970 

 

 

Loss on classification as held for sale

 

 

 

 

Total Discontinued Operations

 

 

 

26,970 

 

Net Income

 

(235,402)

 

 

12,944 

 

Net(Loss) Income

$

(235,402)

 

$

12,944 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings (Loss) per share  Income from continuing operations

$

(0.01)

 

$

0.00 

 

 

Basic and Diluted Earnings (Loss) per share Net Income

 

(0.01)

 

 

0.00 

 

 

Basic and Diluted Earnings (Loss) per share Discontinued Operations

 

 

 

0.00 

 

 

Weighted average number of common shares outstanding

 

28,442,700 

 

 

28,334,535 

 

 

 

 

 

 

 

 

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




LIGHTCOLLAR, INC.

Statements  of cash flow (Unaudited)

For the nine months ended December 31, 2014 and 2013

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

Cash flow from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(29,936)

 

$

(28,475)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Increase (decrease) in accounts payable

 

 

1,936 

 

 

4,643 

 

Net cash used in operating activities

 

 

(28,000)

 

 

(23,832)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Loan from stockholders

 

 

28,000 

 

 

23,223 

 

Net cash provided by financing activities

 

 

28,000 

 

 

23,223 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

 

 

(609)

 

 

 

 

 

 

 

 

Cash-Beginning of period

 

 

 

 

609 

 

 

 

 

 

 

 

 

Cash-End of period

 

$

 

$

 

 

 

 

 

 

 

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


EMS FIND, INC.

Consolidated Statements of Cash Flows

For The Three Months Ended September 30, 2015 and September 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

2015

 

 

2014

 

 

 

 

Unaudited

 

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (Loss)

$

$

(235,402)

 

$

12,944 

 

    Depreciation & amortization expense

 

 

47 

 

 

3,511 

 

    Prepaid Expenses

 

 

(32,783)

 

 

 

    Accrued interest

 

 

 

 

 

    Shares payable

 

 

42,600 

 

 

 

    Stock issued for services

 

 

64,800 

 

 

 

    Change in accounts receivable

 

 

 

 

 

1,417 

 

    Change in accounts payable

 

 

(1,037)

 

 

 

    Change in payroll liabilities

 

 

 

 

 

     Net cash provided by operating activities

 

 

(161,775)

 

 

17,872 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

    Disposal of assets

 

 

 

 

 

 

    Fixed assets

 

$

 

$

 

     Net cash (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

     Proceeds from sale of common stock

 

 

55,000 

 

 

 

 

     Shares issued for notes

 

 

 

 

 

 

 

     Note Payable

 

 

150,000 

 

 

 

     Distribution

 

$

 

$

(18,787)

 

     Net cash (used in) financing activities

 

 

205,000 

 

 

(18,787)

 

 

 

 

 

 

 

 

 

    Net (decrease) in cash

 

 

43,225 

 

 

(915)

 

    Cash at beginning of year

 

 

45,843 

 

 

5,053 

 

    Cash at end of period

$

$

89,068 

 

$

4,138 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW

 

 

 

 

 

Shares issuance for notes

 

 

260,480 

 

 

 

 

Share issuance for consulting fees

 

 

 

 

 

NON-CASH ACTIVITIES

 

$

260,480 

 

$

 

 

 

 

 

 

 

 

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


6




LIGHTCOLLAR,EMS FIND, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014 (UNAUDITED)


NOTE 1 - ORGANIZATION AND BASIS– SUMMARY OF PRESENTATIONSIGNIFICANT ACCOUNTING POLICIES


Organization


EMS Find, Inc. formerly Lightcollar, Inc. (the Company) was incorporated on March 22, 2011, under the laws of the State of Nevada.  The business purposeOn March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc.


On December 23, 2014 the “Company, has authorized a forward split (the “Forward Split”) of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for Five (5) new shares of the Company is to resell an illuminated pet collar pendant throughCompany's common stock.  As a result, the Company’s website, Lightcollar.com.  The website will be a promotional center for the product.  The Company has selected March 31 as it fiscal year end.


The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-Q and do not contain all the information included in the Company’s annual statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the March 31, 2014, audited financial statements and the accompanying notes thereto contained in the Annual Report on Form 10-K.  Operating results for the nine months ended December 31, 2014, are not necessarily indicative of the results that may be expected for the full year ending March 31, 2015.


These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could then differ from those estimates.  There are no such estimates or assumptions incorporated in the attached financial statements.


Office Space and Labor


The Company’s sole Officer and Director provides the labor required to execute the business plan and supply the necessary office space and facilities for the initial period of operations.  The Company recognizes the fair value of services and office space provided by our sole Officer and Director as contributed capital in accordance with ASC 225-10-S99-4.  From inception (March 22, 2011) through December 31, 2014, the fair value of services and office space provided was estimated to be nil.


Net Income or (Loss) Per Share of Common Stock


The Company follows financial accounting standards, which provide for “basic” and “diluted” earnings per share.  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding; basic and diluted, for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of common shares upon exercise. The

Company has no potentially dilutive securities, such as options, warrants or convertible bonds, currently issued and outstanding.  Consequently, basic and diluted shares are the same, as presented in the Statements of Operations.


7



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Recently Enacted Accounting Standards


In September 2014 the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-10 (“the ASU”). This update changes the requirements for disclosures as it relates to exploration stage entities.  The ASU specifies that the ‘inception–to-date’ information is no longer required to be presented in the financial statements of an exploration stage entity.  The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2014 and interim periods therein, with early application permitted for any financial statements that have not yet been issued.  The Company has elected to apply the amendments as of the three month period ended June 30, 2014.


NOTE 3 - LOANS FROM STOCKHOLDERS


The Company’s President and sole Director and another stockholder have advanced funds for Company expenses as unsecured loans.  The loans are payable on demand and therefore classified as current liabilities.  The total of advances payable to stockholders was $84,535 as of December 31, 2014 ($56,535 as of March 31, 2014).


NOTE 4 - STOCKHOLDERS’ EQUITY (DEFICIT)



Preferred Stock


As of December 31, 2014, the Company has 20,000,000 shares of preferred stock authorized with a par value of $0.001 per share.  No preferred shares are issued and outstanding.


Common Stock


As of December 31, 2014, the Company has 100,000,000outstanding shares of common stock authorized with a par value of $0.001 per share. 28,250,000will increased from Five Million Six Hundred Fifty Thousand (5,650,000) common shares have been sold since inception.  


No sales of stock have occurred duringprior to the three and nine months ending December 31, 2014.Forward Split to Twenty Eight Million Two Hundred Fifty Thousand (28,250,000) common shares following the Forward Split.  Fractional shares will be rounded upward.


On November 26, 2014,March 10, 2015, the company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”).  The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock.


Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorizedfiled a forward splitCertificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada.  As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to “EMS Find, Inc.” and (ii) changed its symbol to “EMSF”.


On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company’s Board of Directors.


On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company’s Board of Directors.


On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (“EMS”), and the shareholder of EMS (the “Selling Shareholder”) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder.  The Company will acquired 100% of the issued and authorized common shares, whereby every one (1) old shareoutstanding securities of common stock was exchangedEMS in exchange for five (5) newthe issuance of 10,000,000 shares of the Company's common stock. Company’s restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company’s Series A Preferred Stock, par value $0.001.  The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS’ technology, in the following manner: 

As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company’s currently issued and outstanding shares of common stock increased from five million six hundred fifty thousand (5,650,000) common shares prior tostock.  Upon completion of the forward split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the forward split.  On December 23, 2014,agreement, EMS became a wholly-owned subsidiary and the Company received approvalacquired the business and operations of forward split fromEMS.  Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Industry Regulatory Authority.Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company.


All common sharesFor accounting purposes, the acquisition of EMS by EMS Find, Inc. has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer.  Consequently, the historical



7



financial information in thesethe accompanying consolidated financial statements reflect the forward splitis that of 5:1.EMS.


NOTE 5 - MEMBERSHIPBasis of Presentation


The Company applied for membership inconsolidated financial statements include the Depository Trust Company (DTC), through a broker-dealer agent, in August of 2013.  The agent’s fee, $8,000, was reported as a Membership expense.  An additional $2,000 was paid to the agent for forwarding to DTC upon approvalaccounts of the application in the three months ended December 31, 2013.Company and its wholly owned subsidiary, EMS Factory, Inc.  The application was approved on October 25, 2013, so the $10,000 was reported as a Membership expense.





8



NOTE 6 - GOING CONCERN


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage, has generated no operating revenue, and has negative working capital of $90,724 as of December 31, 2014. These items raise substantial doubt about the Company’s ability to continue as a going concern.


In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing, loans from stockholders and sales of the Lightcollar pendants.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Results for the Three Months Ended December 31, 2014 Compared to the Three Months Ended December 31, 2013


Revenues:


The Company’s revenues were $nil for the three months ended December 31, 2014 compared to $nil in 2013.


Cost of Revenues:


The Company’s cost of revenue was $nil for the three months ended December 31, 2014, compared to $nil in 2013.


Operating Expenses:


Operating expenses for the three months ended December 31, 2014, and December 31, 2013, were $10,935 and $9,943, respectively.  General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase was primarily attributable to higher professional fees and administrative expenses.


Net Loss:


Net loss for the three months ended December 31, 2014, was $(10,935) compared with a net loss of $(9,943) for the three months ended December 31, 2013.  The increased net loss is due to an increase in professional fees.


Results for the Nine Months Ended December 31, 2014 Compared to the Nine Months Ended December 31, 2013


Revenues:


The Company’s revenues were $nil for the nine months ended December 31, 2014 compared to $nil in 2013.


Cost of Revenues:


The Company’s cost of revenue was $nil for the nine months ended December 31, 2014, compared to $nil in 2013.


Operating Expenses:


Operating expenses for the nine months ended December 31, 2014, and December 31, 2013, were $29,936 and $28,475, respectively.  General and administrative expenses consisted primarily of consulting fees, management



10



fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase was primarily attributable to higher professional fees and administrative expenses.


Net Loss:


Net loss for the nine months ended December 31, 2014, was $(29,936) compared with a net loss of $(28,475) for the nine months ended December 31, 2013.  The increased net loss is due to an increase in professional fees related to the filings and activity of the company.


Impact of Inflation


We believe that the rate of inflation has had a negligible effect on our operations.


Liquidity and Capital Resources


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. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.


As of December 31, 2014, total current assets were $nil.


Working Capital


 

December 31, 2014

$

March 31, 2014

$

Cash

Current Assets   

Current Liabilities

90,724 

60,788 

Working Capital (Deficit)

(90,724)

(60,788)



Cash Flows


 

Nine Months Ended

 

December 31, 2014

$

December 31, 2013

$

Cash Flows from (used in) Operating Activities

(28,000)

(23,832)

Cash Flows from (used in) Investing  Activities

Cash Flows from (used in) Financing  Activities

28,000 

23,223 

Net Increase (decrease) in Cash During Period

(609)



As of December 31, 2014, total current liabilities were $90,724, which consisted primarily of accounts payable and advances from stockholders. We had negative net working capital of $(90,724) as of December 31, 2014.


Intangible Assets


The Company’s intangible assets were $-0- as of December 31, 2014.


Material Commitments


The Company’s material commitments were $-0- as of December 31, 2014.


Quarterly Developments


Effective as of November 5, 2014, Mr. John Evans resigned from his position with the Company as Chief Financial Officer. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.




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On November 5, 2014, Mr. William Becker resigned from his position with the Company as Secretary. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


On November 5, 2014, Mr. Matveev Anton, was appointed as the Company’s Chief Financial Officer and Secretary, to serve until the next annual meeting of the Shareholders and/or until his successor is duly appointed.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited 2013 financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United StatesU.S. generally accepted accounting principles applied on(“GAAP”).  All intercompany balances and transactions have been eliminated.  EMS Find, Inc. and EMS Factory, Inc. recently changed their year ends to be June 30.  The consolidated balance sheet is September 30, 2015 for EMS Find, Inc. and EMS Factory, Inc.  The consolidated statements of operations and statements of cash flows are for EMS Find, Inc. and EMS Factory, Inc. for the 3 month period ending September 30, 2015.  For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc. for the presentation in this filing.


Nature of Business


The Company transitioned its operations from acting as a consistent basis. licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies.   The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector.


Use of Estimates


The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities theand disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesrevenue and expenses during the reporting periods.period.  Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.


Cash and Cash Equivalents


The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  The Company had cash balances of $89,068 and $45,843 as of September, 30, 2015 and June, 30, 2015 respectively.

Revenue Recognition


Our revenue is derived from the service revenue from Ambulance transportation services


The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP.  Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer.  In this case, revenues are recognized upon services rendered.

Income Taxes


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards through September 30, 2015, of approximately $364,578 will begin to



8



expire in 2032.  Accordingly, deferred tax assets of approximately $127,602 were offset by the valuation allowance based on an estimated tax rate of 35%.  

The Company has no tax positions at September 30, 2015 and June 30, 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the period from March 22, 2011, (inception) to September 30, 2015, the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at September 30, 2015.


Property and Equipment

Property and equipment consists of Ambulances and medical equipment and are stated at cost.  Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years.  Maintenance and repairs are expensed as incurred and improvements are capitalized.  Gains or losses on the disposition of property and equipment are recorded upon disposal.

Impairment of Long-Lived Assets


In accordance with Accounting Standards Codification (“ASC”) Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.  Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group.  If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.


Net Income Per Share


Basic net income per share is computed by dividing net income by the weighted-average number of outstanding shares of common stock during the period.


Recent Pronouncements


On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force).  The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.  That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria.  The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share.  The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective.  Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force).  The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity.  The amendments in this Update are effective on November 18, 2014.  After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event.  However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance



9



would be a change in accounting principle.


In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern.  The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact.  Management will also be required to evaluate and disclose whether its plans alleviate that doubt.  The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued.  The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016.  Early adoption is permitted.  We regularly evaluatedo not expect the accounting policies and estimates that we useadoption of the ASU to preparehave a significant impact on our consolidated financial statements.


NOTE 2 – PROPERTY AND EQUIPMENT


At September 30, 2015 and June 30, 2015, equipment consisted of the following:


 

 

September 30,

 

 

June 30,

 

 

 

2015

 

 

2015

 

Furniture and Equipment

 

1,400 

 

 

 $

1,400 

 

Less: Accumulated depreciation

 

 

(94)

 

 

 

(47)

 

Total equipment, net

 

$

1,306 

 

 

$

1,353 

 



Depreciation and amortization expense for the period ended September 30, 2015 and June 30, 2015 was $47 and $47 respectively


Assets held for Sale

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

June  30,

 

 

 

2015

 

 

2015

 

Assets held for sale

 

47,555 

 

 

 $

47,555 

 

Less: Accumulated depreciation

 

 

(20,475)

 

 

 

(20,475)

 

Total equipment, net

 

$

27,080 

 

 

$

27,080 

 


Depreciation and amortization expense for the three months ended September 30, 2015 and June 30, 2015 was $ 0 and $3,512 respectively.  After the merger in March 2015 the Company discontinued all of its ambulance services. The Company wrote down $8,200 as of June 30, 2015 for its assets held for sale and took a loss of $13,097 on a sale of three of its vehicles it used for its medical transportation business.


NOTE 3 – RELATED PARTY TRANSACTIONS


The Company paid for health insurance and various expenses on Mr. Rubakh’s behalf of $4,283 and $17,513 during the Year Ended September 30, 2015 and June 30, 2015 respectively, which is reflected as Executive Compensation in the statement of operations.


In April 2015 the Mr. Rubakh entered a month to month lease agreement for an office space for $1,250 per month owned by a relative.  The lease was terminated on August 30, 2015


On August 6, 2015, EMS Find, Inc. issued 150,000 shares of common stock as part of Mr. Rubakh’s compensation package.


On September 15, 2015, EMS Find, Inc. issued 30,000 shares of common stock as part of Mr. Rubakh’s compensation package


On July 22, 2015 Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A complete summaryPreferred Stock which the company had issued to him in March 2015.  Mr. Shang Fei also has provided the



10



Company with 260,000 of these policiescapital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock.


NOTE 4 - NOTES PAYABLE


On March 23, 2015 the Company issued a note for $30,400 with 10% interest per annum, as of June 30, 2015 the note has accrued interest of $822.  The note becomes due on October 15, 2015.   On, July, 30 2015, the Company issued 26,885 to satisfy this debt.


As of  September 30, 2015, the Company has received $260,000 of the $300,000 committed funding and has issued 194,444 shares of common stock for $210,000 of this debt.


NOTE 5 – PREFERRED STOCK

On March 10, 2015, the company, with the approval of a majority vote of its shareholders approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A Preferred Stock (the “Designation” and the “Series A Preferred Stock”).  The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock and each Series A Preferred Stock share are not convertible into shares of our common stock.


The Company has 20,000,000 shares of Series A Preferred Stock authorized.


On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company’s Board of Directors.


On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company’s Board of Directors.


On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory Inc.


NOTE 6 – COMMON STOCK


On July 22, 2015, EMS Find, Inc. issued 48,245 shares of common stock for a consulting contract with RB Milestone, Inc. for $55,000.


On July 22, 2015 Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015.


On July 30, 2015, EMS Find, Inc. issued 26,885 shares of common stock for debt converted of $31,465.  The balance of $115 was forgiven.


On August 6, 2015, EMS Find, Inc. issued 17,606 shares of common stock for debt converted of $19,015


On August 6, 2015, EMS Find, Inc. issued 194,444 shares of common stock for debt converted of $210,000


On August 6, 2015, EMS Find, Inc. issued 150,000 shares of common stock as part of Mr. Rubakh’s compensation package.


On September 15, 2015, EMS Find, Inc. issued 30,000 shares of common stock as part of Mr. Rubakh’s compensation package


NOTE 7 – DISCONTINUED OPERATIONS


As of the second quarter of 2015 the subsidiary EMS Factory, Inc. discontinued operations which is includedreflected in the consolidated statements of income and consolidated statements of cash flows. Assets classified as held for sale are



11



reported in the consolidated balance sheet. The Company will sell the remainder if the fixed assets and currently has no cost associated to the assets.  The Company reported a loss of $0 and loss of $ 26,970 during the period ending September 30, 2015 and September 30, 2014 respectively.


Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

September 30,

 

 

 

 

2015

 

 

2014

Revenues

 

 

$

-

 

$

70,871

Cost of sales

 

 

-

 

 

40,389

General and administrative

 

-

 

 

-

Depreciation & Amortization

 

-

 

 

3,512

Asset write down

 

 

-

 

 

-

Loss on disposal of Assets

 

-

 

 

-

 

 

 

$

-

 

$

26,970



NOTE 8 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.


The Company's activities to date have been supported by ambulance services which the Company is no longer providing and developing new revenue streams.  It has sustained losses of $364,578 as of September 30, 2015. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.


NOTE 9 – SUBSEQUENT EVENTS

On October 22, 2015, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”), dated as of October 22, 2015, with  LG Capital Funding, LLC (“LG”), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the “Convertible Note”).  Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% OID, such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company’s common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.  The Convertible Note is payable, along with interest thereon, on October 22, 2016


On October 28, 2015, our newly-formed Delaware subsidiary, Viva Entertainment Group, Inc. (“Viva Entertainment” or the “Subsidiary”) entered into an employment agreement (“Agreement”) expiring December 31, 2018 with Johnny Falcones, for Mr. Falcones to act as the President and Chief Executive Officer of Viva Entertainment and to manage the development and marketing of its over the top (IPTV/OTT ) application for connected tvs, desktop computers, tablets, smart phones. The IPTV/OTT streamlining platform is designed to be used at homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis.




As compensation for services to be rendered under the Agreement in calendar 2016 (January 1 through December 31, 2016), in addition to the compensation specified below, Mr. Falcones will receive a bonus of a five-year common stock purchase warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $.74 per share and three-year warrants to purchase up to Five (5%) Percent of the restricted common stock of Viva Entertainment, at an exercise price of Fifty ($0.50) Cents per share, which are exercisable in the event that Viva Entertainment is spun out of the Company.  For calendar 2016, Mr. Falcones will receive 500,000 shares of common stock of the Company for his services as a director of the Company in that year, and will receive an additional 375,000 shares of restricted common stock of the Company, on a monthly basis, starting in 2016 month 2 (February, 2016), for a period of four months, ending at 2016 month 5 (May), for an aggregate total of 1,500,000 shares of restricted common stock of the Company.  


On October 28, 2015, the company issued a three-year common stock purchase warrants granting Mr. Falcones, and the Company’s CEO Steve Rubakh, each the right to purchase 5% of the equity of the Viva Entertainment, exercisable in the event, and only in the event, that the Subsidiary is spun off to stockholders of the Company.



13



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion of our consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto and the other financial information included elsewhere in this report.


Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

GENERAL


We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc.  On March 22, 2015, we changed our name to EMS Find, Inc.  Effective March 31, 2015, we entered into a Share Exchange Agreement with the sole shareholder of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closing under the Share Exchange Agreement, EMS Factory became a wholly-owned subsidiary of the Company, with the former stockholder of EMS Factory owning approximately 35% of the outstanding shares of common stock of the Combined Company.  


The Company develops and markets B2B & B2C on-demand mobile platform, designed to connect health care providers and patients to a network of medical transport companies throughout the United States and Canada on the internet and through mobile applications. Our iOS application has been approved by Apple and currently available for download at the App Store. The platform enables users (hospitals, medical offices, dialysis centers, nursing homes, home care agencies and other medical providers) and the public to schedule medical transportation in a timely and efficient way based on the type of medical transportation which best fits each patient's needs.  The app will be available in iOS, android and desktop versions and will allow users to connect in real time to local and nearby pre-screened medical transportation companies wherever the medical transports are needed and that fit the medical, logistical and financial criteria for the user.  


On October 28, 2015, our newly-formed Delaware subsidiary, Viva Entertainment Group, Inc. (“Viva Entertainment”) entered into an employment agreement expiring December 31, 2018 with Johnny Falcones, for Mr. Falcones to act as the President and Chief Executive Officer of Viva Entertainment and to manage the development and marketing of its over the top (IPTV/OTT) application for connected tv’s, desktop computers, tablets, and smart phones. The IPTV/OTT streamlining platform is designed to be used at homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis.

RESULTS OF OPERATIONS


THREE MONTHS ENDED SEPTEMBER 30, 2015 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2014

During the three months ended September 30, 2015, we incurred a net loss of $235,402, as compared to net income of $12,944 for the three months ended September 30, 2014.  The increase in the net loss for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 is primarily due to no revenues being generated since the Company’s change in business plan and an increase in general and administrative expenses to support the Company being on the bulletin board of $17,538 in 2014, compared to $235,159 in 2015.


LIQUIDITY AND CAPITAL REQUIREMENTS


At September 30, 2015, we had a working capital surplus of $19,801 compared with a working capital deficit of $134,939 at June 30, 2015.




At September 30, 2015, we had total assets of $150,237 compared to total assets of $74,276 at June 30, 2015. Net cash used in operating activities in the three months ended September 30, 2015 was $161,775 as compared with net cash provided by in operating activities of $17,872 in 2014; and net cash generated from investing activities was $-0- in 2014 and 2015.  Net cash generated (used) by financing activities was $205,000 in the three months ended September 30, 2015, as compared with ($18,787) in 2014.


As of the date of this report, we have not generated any revenues from sales of our application for the B2B & B2C on-demand mobile platform.  As a result, we have recently generated operating losses and expect to incur additional losses and negative operating cash flows for the near-term future as we attempt to expand our infrastructure and development activities.


We are a development stage company and are developing and commencing to market our products and services. The diversity of our products, the competitive healthcare and entertainment industries, make it difficult for us to project our near-term results of operations. These conditions could further impact our business and have an adverse effect on our financial statements. In general, management'sposition, results of operations and/or cash flows.


Estimated 2015 Capital Requirements


We estimate our capital requirements over the next twelve months for the development and marketing of our EMS on demand mobile platform app and the over the top (IPTV/OTT) content streaming application of our Viva Entertainment subsidiary to be $1,000,000 to $3,000,000.


We have obtained working capital through a convertible note financing effective on October 22, 2015, on which date the Company entered into a Securities Purchase Agreement, dated as of October 22, 2015, with LG Capital Funding, LLC (“LG”), for the issuance to LG of a convertible note in the principal amount of $125,000 (the first of four such notes each in the principal amount of $125,000 provided for under the agreement), bearing interest at the rate of 8% per annum.  Each of the convertible notes issuable under the agreement provides for a 15% OID, such that the purchase price for each note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The note provides LG the right to convert the outstanding balance (including accrued and unpaid interest) of such note into shares of the Company’s common stock at a price for each share of common stock equal to 80% of the lowest reported trading priceof the common stock for a specified period, and is payable, along with interest thereon, on October 22, 2016.


Going Concern Uncertainties


As of the date of this report, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations.  Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.


USE OF ESTIMATES

The preparation of the financial statements requires the Company to make estimates are basedand judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to oil and gas properties, intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience on information from third party professionals, and on various other assumptions that are believed to be reasonable under the factscircumstances, the results of which form the basis for making judgments about carrying values of assets and circumstances.liabilities that are not readily apparent from other sources. Actual results couldmay differ from thosethese estimates made by management.under different assumptions or conditions. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in these financial statements. Certain amounts for prior periods have been reclassified to conform to the current presentation.


Management believes that it is reasonably possible that the following material estimates affecting the financial statements could happen in the coming two years:




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NEW FINANCIAL ACCOUNTING STANDARDS


For a summary of new financial accounting standards applicable to the Company, please refer to the notes to the financial statements set forth in our Annual Report on Form 10-K for the year ended June 30, 2015, filed with the SEC on September 29, 2015.

Recently IssuedCritical Accounting PronouncementsPolicies and Estimates

The Securities and Exchange Commission recently issued “Financial Reporting Release No. 60 Cautionary Advice About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosures, discussion and commentary on their accounting policies considered most critical to its business and financial reporting requirements. FRR 60 considers an accounting policy to be critical if it is important to the Company’s financial condition and results of operations, and requires significant judgment and estimates on the part of management in the application of the policy.


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impactaccounts for stock-based compensation to non-employees under ASC 718, "Compensation-Stock Compensation" ("ASC 718").  The compensation cost of the awards is based on the financial statements unless otherwise disclosed,grant date fair-value of these awards and recognized over the requisite service period, which is typically the vesting period.  The Company doesuses the Black-Scholes Option Pricing Model to determine the fair-value of stock options issued for compensation.

The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.”  ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete.  Generally, our awards do not believeentail performance commitments.  When an award vests over time such that there are any other new accounting pronouncementsperformance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that have been issueddate.  When the award vests, we adjust the cost previously recognized so that might have a material impactthe cost ultimately recognized is equivalent to the fair value on its financial position or results of operations.the date the performance is complete.


ITEMItem 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK.

Not applicable to smaller reporting companies.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEMItem 4.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures areWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act reports is recorded, processed, summarized and reported within



12



the time periods specified in the SEC's rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principalour chief executive and principal financial officers, or persons performing similar functions, as appropriateofficer, to allow timely decisions regarding required disclosure. OurIn designing and evaluating the disclosure controls and procedures, management carried outrecognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.


As of September 30, 2015, an evaluation was performed under the supervision and with the participation of our Principalmanagement, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").procedures. Based upon that evaluation, our PrincipalChief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on July 2, 2014, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.effective.

 

Changes in Internal Control over Financial ReportingControls

 

Our management has also evaluated ourThere have been no changes in the Company's internal controlcontrols over financial reporting and therethat occurred during the Company's last fiscal quarter to which this report relates that have been no significant changes in our internal controlsmaterially affected, or in other factors that could significantlyare reasonably likely to



16



materially affect, those controls subsequent to the date of our last evaluation except for the following:  There was a change in control of the majority owners and officers of the Company.  Internal controls in place with the prior officers were continued by the new owners.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.



Limitations on the Effectiveness of Controls

PART II - OTHER INFORMATION

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.


ITEM 1.  LEGAL PROCEEDINGSPART II—OTHER INFORMATION


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.  RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds.


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.  OTHER INFORMATION


On November 26, 2014,The following table sets forth the Company, withsales of unregistered securities since the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized a forward split of its issued and authorized common shares, whereby


13



every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock increased from five million six hundred fifty thousand (5,650,000) common shares prior to the forward split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the forward split.  On December 23, 2014, the Company received approval of forward split from the Financial Industry Regulatory Authority.


ITEM 6.  EXHIBITSCompany’s last report filed under this item.


Exhibit NumberDate

DescriptionTitle and Amount(1)

Purchaser

Principal

Underwriter

Total Offering Price/Underwriting Discounts

October 28, 2015

Common Stock Purchase Warrant, expiring October 28, 2020, to purchase 3,000,000 shares of Exhibitcommon stock at an exercise price of $.74 per share.

Chief Executive Officer of the Company.

NA

$-0-/NA

October 28, 2015

Common Stock Purchase Warrant, expiring October 28, 2020, to purchase 3,000,000 shares of common stock at an exercise price of $.74 per share.

President of Company’s Viva Entertainment subsidiary.

NA

$-0-/NA



ITEM 6.  Exhibits.


31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

Filing

3.1

Articles of Incorporation

Filed with the SEC on June 7, 2011 as part of our Registration of Securities on Form S-1.

3.2

Bylaws

Filed with the SEC on June 7, 2011 as part of our Registration of Securities on Form S-1.

31.0132.1

Certification of PrincipalChief Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

Certification of CEO18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Filed herewith

** Furnished herewith


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


SEC Ref. No.

Filed herewith.Title of Document

32.02

Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*101.INS

XBRL Instance Document

Furnished herewith.

101.SCH*101.SCH

XBRL Taxonomy Extension Schema Document

Furnished herewith.

101.CAL*101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Furnished herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Furnished herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Furnished herewith.

101.DEF*101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Furnished herewith.XBRL Taxonomy Label Linkbase Document

101.PRE

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.XBRL Taxonomy Presentation Linkbase Document


The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.



14



SIGNATURES


In accordance with Section 13 or 15(d)the requirements of the Exchange Act, the registrantCompany has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


EMS FIND, INC.

 

 

LIGHTCOLLAR, INC.


Dated: February 16, 2014November 19, 2015

BY:

/s/ Steve Rubakh

 


/s/ Matveev Anton

 

 

Matveev AntonSteve Rubakh




Dated: February 16, 2014

 

Its: President and Chief Executive Officer, and


/s/ Matveev Anton

Matveev Anton

Its: ChiefPrincipal Financial Officer Treasurer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

18



EXHIBIT INDEX


Dated: February 16, 201431.1

/s/ Matveev AntonCertification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

By: Matveev Anton

Its: Director

32.1

Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SEC Ref. No.

Title of Document

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document




1519