UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FormFORM 10-Q

(Mark One)


R

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

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

For the quarterly period ended September 30, 2017

 

 orFor the Quarterly Period Ended September 30, 2018

 

 £

OR

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

For the transition period from ______________ to ______________

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

For the transition period fromto

 

Commission file number:File No. 333-205571

 

FRONTIER DIGITAL MEDIA GROUP, INC.

 (Exact(Exact name of registrantthe small business issuer as specified in its charter)

 

Colorado46-2276094

Colorado

(State or other jurisdiction of


incorporation or organization)

46-2276094

(I.R.S. Employer


Identification No.)


Room 1001& 1002, 10/F Midland Financial Building

2605 Red Hawk Ridge Drive, Castle Rock, Colorado 8010933 Argyle Street, Mongkok, Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

 

(303) 999-8171+852 29803711

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

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 þ[  ] No ¨[X]

 

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 ¨[  ] No þ[X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company.filer. See the definitionsdefinition of “accelerated filer” and “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer¨

[  ]

Accelerated filer¨

[  ]

Non-accelerated filer¨

[  ]

Smaller reporting company¨

[X]

(Do not check if a smaller reporting company)

Emerging growth companyþ

[X]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨[  ]


Securities registered pursuant to Section 12(b) of the Act: None

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

 

APPLICABLE TO CORPORATE ISSUERS:

Indicate theThe number of shares outstanding of eachCommon Stock, $0.001 par value, of the issuer’s classes of common stock, as of the latest practicable date.registrant outstanding at September 30, 2018 was 5,524,400.

TABLE OF CONTENTS

 

Page No.

Class

PART I.

Outstanding

Item 1. Financial Statements.
Condensed Balance Sheets as of November 2,September, 2018 (Unaudited), and December 31, 2017

5

Common Stock, $0.001

5,524,400



1




TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Condensed Statements of Operations for the three months Ended September 30, 2018, and 2017 (Unaudited)
6

Item 1.

Condensed Consolidated Financial Statements (unaudited)

of Cash Flows for the three months Ended September 30, 2018, and 2017 (Unaudited)

3

7

Notes to Condensed ConsolidatedUnaudited Financial Statements

6

8

Item 2.

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

10

11

Item 3.

Quantitative and Qualitative Disclosures aboutAbout Market Risk

Risks.

15

14

Item 4.

Controls and Procedures

16

14

PART II - OTHER INFORMATION

II.

Item 1.

Legal Proceedings.

Legal Proceedings

17

15

Item 1A.

Risk Factors.

Risk Factors

17

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Proceeds.

17

15

Item 3.

Defaults Upon Senior Securities

Securities.

17

15

Item 4.

Mine Safety Disclosures

Disclosures.

17

15

Item 5.

Other Information.

Other Information

17

15

Item 6.

Exhibits.

Exhibits

17

15

SIGNATURES

18

16
EXHIBIT INDEX17



2



FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.


3

PART I.

Item 1. Financial Statements.

Pursuant to “Chapter 17 CFR, Section 210.3-11-Financial Statements of an Inactive Registrant” (“Section 210.3-11”), This Quarterly Filing Of The Financial Statements of the Company Were Not Reviewed by the Company’s Independent Auditors

FRONTIER DIGITAL MEDIA GROUP, INC.

Index to Consolidated Financial Statements

Pages
Condensed Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 20175
Condensed Statements of Operations for the three months Ended September 30, 2018 (Unaudited) and September 30, 2017 (Unaudited)6
Condensed Statements of Cash Flows for the three months Ended September 30, 2018 (Unaudited) and September 30, 2017 (Unaudited)7
Notes to the Condensed Financial Statements8

4

PART I – FINANCIAL INFORMATION


Item 1. Condensed Consolidated Financial Statements


Exsular Financial Group, Inc. (fka: Frontier Digital Media Group, Inc.)

Condensed Consolidated Balance Sheets

As of September 30, 2017,2018, and December 31, 20162017

 (Unaudited)


     
 

September 30, 2018

  December 31, 2017 

 

September 30,

2017

 

 

December 31, 2016

 

  (Unaudited)     

Assets

 

 

 

 

 

 

 

 

        

Current assets

 

 

 

 

 

 

 

 

        

Cash and cash equivalents

 

$

8,052

 

 

$

10,031

 

 $-  $3,425 

Accounts and other receivables

 

 

2,192

 

 

 

870

 

Assets of discontinued operation  -   1,820 
Prepaid expenses  3,000   - 

Total current assets

 

 

10,244

 

 

 

10,901

 

  3,000   5,245 

 

 

 

 

 

 

 

 

        

Total assets

 

$

10,244

 

 

$

10,901

 

 $3,000  $5,245 

 

 

 

 

 

 

 

 

        

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

        

Current liabilities

 

 

 

 

 

 

 

 

        

Accounts payable

 

 

 

 

 

2,408

 

  -   - 

Accrued liabilities

 

 

800

 

 

 

5,160

 

Liabilities of Discontinued operation  -   3,669 

Notes payable, related parties

 

 

25,122

 

 

 

25,122

 

  6,593   22,122 

Current liabilities

 

 

25,922

 

 

 

32,690

 

  6,593   25,791 

 

 

 

 

 

 

 

 

Notes payable      5,000 

Total liabilities

 

 

25,922

 

 

 

32,690

 

  6,593   30,791 

 

 

 

 

 

 

 

 

        

Stockholders’ Deficit

 

 

 

 

 

 

 

 

        

Common stock, $0.001 par value; 100,000,000 shares authorized; 5,524,400 and 5,077,000 shares issued and outstanding as of September 30, 2017, and December 31, 2016

 

 

5,524

 

 

 

5,077

 

Common stock, $0.001 par value; 100,000,000 shares authorized; 5,524,400 shares issued and outstanding as of June 30, 2018, and December 31, 2017  5,524   5,524 

Additional paid-in capital

 

 

32,896

 

 

 

10,973

 

  62,378   35,896 

Accumulated deficit

 

 

(54,098)

 

 

 

(37,839)

 

  (71,494)  (66,966)

Total Stockholders’ Deficit

 

 

(15,678)

 

 

 

(21,789)

 

  (3,593)  (25,546)

 

 

 

 

 

 

 

 

        

Total Liabilities and Stockholders’ Deficit

 

$

10,244

 

 

$

10,901

 

 $3,000  $5,245 


See accompanying notes to unaudited condensed consolidated financial statements




5

Exsular Financial Group, Inc. (fka: Frontier Digital Media Group, Inc.)

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30, 20172018 and 20162017

(Unaudited)



 

 

For the three months

ended September 30,

 

 

For the nine months

ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

2016

 

    Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Revenue

 

$

7,026

 

 

$

2,418

 

 

$

30,824

 

$

6,599

 

    Revenue, related parties

 

 

 

 

 

 

 

 

960

 

 

1,000

 

    Total revenues

 

 

7,026

 

 

 

2,418

 

 

 

31,784

 

 

7,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cost of sales

 

 

296

 

 

 

300

 

 

 

4,397

 

 

486

 

    Related party compensation

 

 

4,156

 

 

 

 

 

 

26,488

 

 

 

    Other general and administrative

 

 

2,720

 

 

 

3,399

 

 

 

17,158

 

 

14,634

 

    Total operating expenses

 

 

7,172

 

 

 

3,699

 

 

 

48,043

 

 

15,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Loss from operations

 

 

(146)

 

 

 

(1,281)

 

 

 

(16,259)

 

 

(7,521)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net loss

 

$

(146)

 

 

$

(1,281)

 

 

$

(16,259)

 

$

(7,521)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net Loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Basic and diluted

 

$

(0.00)*

 

 

$

(0.00)*

 

 

$

(0.00)*

 

$

(0.00)*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Basic and diluted

 

 

5,507,530

 

 

 

5,074,913

 

 

 

5,347,453

 

 

5,047,310

 


  

For the three months

ended September 30,

  

For the nine months

ended September 30,

 
  2018  2017  2018  2017 
Revenues                
Revenue $-  $-  $-  $- 
Revenue, related parties  -   -   -   - 
Total revenues  -   -   -   - 
                 
Operating expenses:                
Cost of sales  -   -   -   - 
Related party compensation  -   -   -   - 
Professional fees  -   3,500   3,500   17,313 
Other general and administrative  73   13   93   63 
Total operating expenses  73   3,513   3,593   17,376 
                 
Loss from continuing operations  (73)  (3,513)  (3,593)  (17,376)
                 
(Loss) income  from discontinuing operations      3,367   (935)  1,117 
                 
Provision for income taxes            
                 
Net loss $(73) $(146) $(4,528) $(16,259)
                 
Net Loss per common share                
Basic and diluted $(0.00)* $(0.00)* $(0.00)* $(0.00)*
                 
Weighted average shares outstanding                
Basic and diluted  5,524,400   5,507,530   5,524,400   5,347,453 

*denotes net loss per common share of less than $0.01 per share.

 

See accompanying notes to unaudited condensed consolidated financial statements




6

Exsular Financial Group, Inc. (fka: Frontier Digital Media Group, Inc.)

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 20172018 and 20162017

(Unaudited)



 

 

For the nine months

ended September 30,

 

 

2017

 

 

2016

 

    Cash flows from operating activities:

 

 

 

 

 

 

 

 

    Net loss

 

$

(16,259)

 

 

$

(7,521)

 

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

    Accounts and other receivables

 

 

(1,322)

 

 

 

907

 

    Accounts payable

 

 

(2,408)

 

 

 

 

    Accrued liabilities

 

 

(4,360)

 

 

 

3,401

 

    Accrued liabilities - related party

 

 

 

 

 

(4,000)

 

    Net cash used in operating activities

 

 

(24,349)

 

 

 

(7,213)

 

 

 

 

 

 

 

 

 

 

    Cash flows from investing activities:

 

 

 

 

 

 

 

 

    Net cash provided by (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cash flows from financing activities:

 

 

 

 

 

 

 

 

    Proceeds from the sale of common stock

 

 

22,370

 

 

 

4,150

 

    Proceeds from issuance of notes payable, related party

 

 

 

 

 

10,622

 

    Repayment of notes payable, related party

 

 

 

 

 

(2,200)

 

    Net cash provided by financing activities

 

 

22,370

 

 

 

12,572

 

 

 

 

 

 

 

 

 

 

    Net increase (decrease) in cash and cash equivalents

 

 

(1,979)

 

 

 

5,359

 

 

 

 

 

 

 

 

 

 

    Cash and cash equivalents at beginning of period

 

 

10,031

 

 

 

3,809

 

 

 

 

 

 

 

 

 

 

    Cash and cash equivalents at end of period

 

$

8,052

 

 

$

9,168

 

 

 

 

 

 

 

 

 

 

    Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

    Cash paid during the period for interest

 

$

 

 

$

 

    Cash paid during the period for income taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

    Supplemental schedule of non-cash financing activities:

 

 

 

 

 

 

 

 

    Professional fees paid by related party – contributed capital

 

$

 

 

$

7,200

 

 

 

 

 

 

 

 

 

 

 

  

For the nine months

ended September 30,

 
  2018  2017 
Cash flows from operating activities:        
Net loss $(3,593) $(17,376)
Changes in operating assets and liabilities:        
Accounts and other receivables  -   - 
Prepaid expenses  (3,000)    
Accounts payable  -   - 
Accrued liabilities  -   - 
Accrued liabilities - related party  (15,529)  - 
Net cash used in operating activities-continuing operation  (22,122)  (17,376)
Net cash used in operating activities-discontinued operation  (2,785)  (6,973)
Net cash used in operating activities  (24,907)  (24,349)
         
Cash flows from investing activities:        
Net cash provided by (used in) investing activities      
         
Cash flows from financing activities:        
Proceeds from the sale of common stock  -   22,370 
Payment to notes payable, related party  (5,000)  - 
Contributions to additional paid-in capital  26,482   - 
Net cash provided by financing activities  21,482   22,370 
         
Net increase (decrease) in cash and cash equivalents  (3,425)  (1,979)
         
Cash and cash equivalents at beginning of period  3,425   10,031 
         
Cash and cash equivalents at end of period $-  $8,052 
         
Supplemental disclosure of cash flow information:        
Cash paid during the period for interest $  $ 
Cash paid during the period for income taxes $  $ 

See accompanying notes to unaudited condensed consolidated financial statements



7

5




Exsular Financial Group, Inc. (fka: Frontier Digital Media Group, Inc.)

Notes to the Unaudited Condensed Consolidated Financial Statements

September 30, 20172018


Note 1 — Interim Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed consolidated financial statements not misleading have been included. The balance sheet at December 31, 2016,2017, has been derived from the Company’s audited consolidated financial statements as of that date.

 

The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2017, that was filed with the SEC on March 28, 2017.July 2, 2018. The results of operations for the three and nine months ended September 30, 2017,2018, are not necessarily indicative of the results to be expected for the full year.

 

The unaudited condensed consolidated financial statements include the accounts of the Company and Smile Producer, Inc., its wholly owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation.


Certain reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to maintain consistency and comparability between the periods presented. The following reclassification was made to the fiscal year 2016 financial statements to be consistent with the fiscal year 2017 financial statements presented:


·

On the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016, $300 and $486, respectively, were reclassified from other general and administrative to cost of sales to be consistent with the 2017 presentation.


Note 2 — Going Concern


The Company’saccompanying financial statements have been prepared onassuming that the Company will continue as a going concern, basis, which contemplates the realization of assets and settlementthe liquidation of liabilities and commitments in the normal course of business.


The Company iscurrently has limited operations and has a stockholders deficit of $3,593 with an accumulated deficit of $71,494. The Company intends to find a merger target in the development stage with limited trading history, has yet to achieve sustained profitability, does not have the existing financial resources to fully implement its business plan and is consequently dependent on outside sourcesform of financing for continuation of its operations. an operating entity. The Company cannot be certain that it will be successful in this strategy.

These conditionsfactors, among others, raise substantial doubt about the Company’s ability of the Company to continue as a going concern for a reasonable period.




The Company plans to improve its financial condition through raising capital, however, there is no assurance that the Company will be successful in accomplishing this objective. Management believes that this plan provides an opportunity for the Company to continue as a going concern. The Company cannot give any assurances regarding the success of its management’s plans. The Company’saccompanying financial statements do not include any adjustments relating to the recoverability of recorded assets or liabilities that might be necessary should it be unable to continue as a going concern.result from the outcome of this uncertainty.


Note 3 — Summary of Significant Accounting Policies

 

The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2017. There were no material changes to our significant accounting policies during the interim period ended September 30, 2017.2018.


Recent Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year 2019.

8

In May 2014 the FinancialFASB issued Accounting Standards Board (the “FASB”) issued guidanceUpdate (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to clarify the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promisedrevenues when it transfers goods or services to customers in an amount that reflects the consideration to whichthat the entitycompany expects to be entitled in exchangereceive for those goods or services. The guidance providesFASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a comprehensive framework forcustomer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

The new revenue recognition that supersedes current general revenue guidance and most industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The guidance isstandards became effective for fiscal years,the Company on January 1, 2018, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. However, entities reporting under U.S. GAAP are not permitted to adoptwere adopted using the standard earlier than the original effective date of December 15, 2016. An entity should apply the guidance either retrospectively to each prior reporting period presented or retrospectively with the cumulative adjustment at the date of the initial application.modified retrospective method. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements and hasrevenue standards as of January 1, 2018 did not determinedchange the impact of adoption on its consolidated financial statements.Company’s revenue recognition as there were no revenues during the period


Note 4 — Notes Payable – Related Parties

 

In September 2015, the Company issued a non-convertible promissory note payable to Venture Vest Capital Corporation, a related party, in the total amount of $8,000 to replace convertible notes payable issued in January 2015 and March 2015 to the same related party. The non-convertible promissory note had a maturity date of December 31, 2016 and was interest free until December 31, 2016. In January 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2017. In December 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2018.

 

In September 2015, the Company issued a second non-convertible promissory note payable to Venture Vest Capital Corporation for $6,500. The promissory note had a maturity date of December 31, 2016 and was interest free until December 31, 2016. In January 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2017. In December 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2018.




In March 2016, the Company issued a non-convertible promissory note payable to Terayco Enterprises, a related party, for $7,622. The promissory note had a maturity date of December 31, 2016 and was interest free until December 31, 2016. In January 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2017. In December 2017, the promissory note was amended to extend the maturity date and the interest-free period to December 31, 2018.

 

In August 2016,On May 4, 2018, the former major shareholders  Patrick Dunda and Janel Dunda sold their 5,000,000 shares (92.5%) of common stock to Mr. Kok Seng Yeap, and scine then, Mr. Kok Seng Yeap became the major shareholder of Exsular Financial Group, Inc. As part of the ownership change deal, the Company issued a promissory note payableused portion of the proceeds from sale of the shares to Patrick Dunda,pay off all the Company’s President and Chief Executive Officer, for $3,000. The promissory note has a maturity dateabove notes. As of December 31, 2017, and pays zero interest through October 31, 2017, at which point an annual interest rate of 6% becomes effective until maturity or repayment.September 30, 2018, all the above notes were paid off.

 

Note 5 — Other Related Party Transactions

 

Related party revenue

 

The Company provides services to certain customers that the Company has determined to be related parties. The president of these customers (VentureVest Capital Corporation, Terayco, Americans for Truth, and Carriage House) is the father of Janel Dunda, a principal of the Company.

 

Revenues, generated from website design services, from these related parties were $960$0 and $1,000$960 for the nine months ended September 30, 20172018 and 2016,2017, respectively. As of September 30, 2017,2018, and December 31, 2016,2017, there werewas no accounts receivable due from related parties.


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Related party compensation

 

An employee of the Company, Janel Dunda, is considered a related party as she is the spouse of the President and the majority shareholder of the Company. During the nine months ended September 30, 20172018 and 2016,2017, the Company incurred compensation expense of $26,488$0 and $0,$26,488, respectively, for payroll expenses associated with Mrs. Dunda.


Professional fees paid byDue to related party

 

In August 2015the normal business operations, the major shareholder made payments for the Company’s operations. During the three and January 2016, $7,622 of our legal expensesnine months ended September 30, 2019, the major shareholder paid $3,073 and $6,593, respectively. The related party payments for comparative periods in prior year were paid by Terayco Enterprises, a company owned and operated by the father of Janel Dunda, a principal of the Company. In March 2016, the Company issued a note payable, discussed abovedisclosed in Note 4 above. As of September 30, 2018 and December 31, 2017, the balances due to Terayco Enterprises in the amount of $7,622 to cover the legal expenses paid by Terayco Enterprises on behalf of the Company.related party were $6,593 and $22,122, respectively.

 



8




Note 6 — Stockholder Equity

 

Common Stock

 

The Company is authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. All shares of the Company’s common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of Common Stock entitles the holder thereof to:

 

a)

a)

One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;

b)

To participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefore; and

c)

To participate pro rata in any distribution of assets available for distribution upon liquidation.

 

Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable.

 

In 2015, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company’s common stock to be sold to the public at the price of $0.05 per share for a total of $50,000. The Registration Statement became effective on December 30, 2015. During the ninesix months ended SeptemberJune 30, 2017 and 2016, the Company sold 447,400403,400 and 83,00059,000 shares, respectively, at $0.05 per share for gross proceeds of $22,370$20,170 and $4,150,$2,950, respectively. The shares were sold by the officers and Directors of the Company and no broker commissions were paid as a result of the sales.

 

As of SeptemberJune 30, 2017, 524,400480,400 shares of common stock have been sold pursuant to the S-1 Registration Statement at $0.05 per share for total gross proceeds of $26,220.$24,020. There can be no assurances that additional shares of common stock will be sold on the S-1 offering or that a trading market will develop for the shares.


As of September 30, 2018 and December 31, 2017, 5,524,400 shares of common stock were issued and outstanding.


Note 7 — Discontinued Operations

At the beginning of 2018, the Company decided to discontinue the operations of its subsidiary Smile Producer, Inc. due to limited resources. The Company planned to seek more potential investors.

The business conducted by Smile Producer Inc. was the only business the Company had, so the effect of this business discontinuation had substantial effect to the Company.

Accounts payable

At the beginning of 2018, the balance was $130 and as of September 30, 2018, it was fully paid off.

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Accrued expenses

The balance of accrued expenses was $3,539 as of December 31, 2017, and the Company paid off all $3,539 during the period. As of September 30, 2018, the balance was $0.

Loss on discontinuing operations

For the three and nine-month ended September 30, 2018, the loss from discontinuing operations was $0 and $935, respectively. For the three and nine months ended September 30, 2017, the income from discontinued operations was 3,367 and 1,117, respectively.

Presentation of financial statements

The discontinued operations and the related components are presented separately on the financial statements in compliance with GAAP requirements for the period ended September 30, 2018. Accordingly, we have also reclassified some line items of the financial statements for the period ended September 30, 2017.

Note 8 — Subsequent Events


The Company has evaluated subsequent events through the date of the filing of this interim report on Form 10-Q. TheBased on this evaluation, the Company did not identify any significant subsequent events that would have a material effect onbe reportable except the consolidated financial statements, which would require an adjustment and/or additional disclosure.  following:




In August 2019, the Company amended its articles of corporation and changed the name to Exsular Financial Group, Inc.

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

 

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

 

Forward-Looking Statements

 

This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

 

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. 

 

Business Overview


Frontier Digital MediaExsular Financial Group, Inc. (“we, “us,” “our,” or the “Company”) was incorporated in the state of Colorado on September 19, 2011. On March 20, 2013, we formed a wholly owned subsidiary company, Smile Producer, Inc., a Colorado corporation. Our principal executive offices are located at 2605 Red Hawk Ridge Drive, Castle Rock, Colorado 80109, telephone 303-999-8171.


We are a digital design and media company which develops and maintains websites and is a provider of marketing communications services to customers in the United States. We conduct our operations primarily through Smile Producer, Inc., our wholly owned subsidiary company.

 

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We provide a range of marketing communications and consulting services, including all types of advertising, print and digital design, digital motion graphics and client website construction, interactive and mobile marketing, direct marketing, sales promotion, market research, corporate identity and branding, social media and other marketing related services. We have two revenue streams, marketing services and website hosting subscriptions.

 




We have not yet generated sustained profits from our operations. Our independent accountants have expressed a “going concern” opinion.


In 2015, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company’s common stock to be sold to the public at the price of $0.05 per share for a total of $50,000. The Registration Statement became effective on December 30, 2015. As of the date of this filing, the Company had sold 524,400504,400 shares of common stock at $0.05 per share for gross proceeds of $26,220.$25,220. The shares were sold by the officers and Directors of the Company and no broker commissions were paid. There is no guarantee that additional shares will be sold from the Registration Statement.

 

Even if all of the shares offered on the S-1 Registration Statement are sold, our management will continue to own over a majority of the outstanding shares of the Company. As a result, they have the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions.


Over the last nine months our business activities have increased, adding seven new customers so far this year. Our management team has increased the amount of time spent on our business. Currently, our Chief Executive Officer, Patrick Dunda, is focused full time on increasing our business to existing and new customers.


We intend to continue to buildhave not yet generated sustained profits from our business through additional advertisingoperations. Our independent accountants have expressed a "going concern" opinion. As of December 31, 2017, we had an accumulated deficit of $66,966 and marketing, specifically to Orthodontic and Dental Magazines and online marketing. Our plan is to target these niches, which we believe have been underserved or even un-served by other developers by creating original applications that address common problems. We have also identified these industries because our management has had extensive experience in these areas and has developed significant business contacts within these fields. No assurances can be provided that these business contacts or experience will result in our attempts to build a successful business.net working capital deficit of $25,546.

 

We also intend to focusWhile our marketing efforts on the general audience and intend to market on a more local level and through referrals. If need arises wecurrent burn rate is nominal, it is expected that our costs of operations will broaden our marketing efforts in a wider range of national on-line advertising.

Today’s marketing is focused around digital design, using the internet as its primary outlet. We utilize all sources of digital design to produce marketing materials for our clients, including websites and social media, logo design, and print design as well as any other marketing necessary for the client’s business growth. We intend to continue to attemptexceed revenues, primarily due to expand our business of hosting websites and in the development of websites, and other marketing programs, SEO management, designing ads, brochures, logo design, social media and other advertising media.


costs associated with being a public reporting company. Based upon our current business plan, we may continue to incur losses in the foreseeable future and there can be no assurances that we will ever establish profitable operations. These and other factors raise substantial doubt about our ability to continue as a going concern.




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Critical Accounting Policies, Judgments and Estimates

 

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

 

Revenue Recognition

 

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue is recognizedfrom Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when persuasive evidenceit transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

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Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an arrangement exists, such as whenamount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a purchase order or contract is received from a customer,customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price is fixed, title to the goods has passed or services have been rendered,performance obligations in the contract; and there is reasonable assurance of collection. The Company classifies selling discounts and rebates, if any, as a reduction of revenue.(v) recognize revenues when (or as) we satisfy the performance obligation.

 

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as there were no revenues during the period

Accounts receivable

 

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. As of September 30, 2017,2018, and December 31, 2016,2017, no allowance for doubtful accounts was deemed necessary.

 

Income Taxes

 

The Company follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding tax basis. In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation allowance to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income tax assets and liabilities are measured using enacted tax rates and laws expected to apply when the tax liabilities or assets are to be either settled or realized. The Company’s effective tax rate approximates the Federal statutory rates.




Results of Operations for the Three and Nine months endedMonths Ended September 30, 20172018 compared to the Three and Nine months endedMonths Ended September 30, 20162017

 

During the three and nine months ended September 30, 2017,2018, we generated revenues of $7,026 and $31,784, respectively,$0, compared to revenues of $2,418$7,026 and $7,599$31,784 generated during the three and nine months ended September 30, 2016,2017, respectively. The increasesdecreases were due to lack of $4,608business activities.

Operating expenses, including general and $24,185, respectively, foradministrative expenses and professional fees and cost of sales, during the three and nine months ended September 30, 2017,2018, were attributable to increased activity from our recurring customer base$73 and revenues generated from new customers acquired during 2017. Revenues from related parties decreased $40 to $960 for the nine months ended September 30, 2017,$4,528, respectively, compared to $1,000 for the nine months ended September 30, 2016.

Operating expenses, including cost of sales, related party compensation,$7,172 and general and administrative expenses,$48,043 during the three and nine months ended September 30, 2017, were $7,172 and $48,043, respectively, compared to $3,699 and $15,120 during the three and nine months ended September 30, 2016, respectively.


The increasedecrease of $3,473$7,099 in operating expenses during the three months ended September 30, 2017,2018, compared with the same period during 20162017 was attributedprimarily due to increaseslack of $4,156 in related party compensation and $264 in credit card fees associated with increased revenues and collections; partially offset by decreases of $900 in professional fees and $47 in other administrative expensesbusiness operations during the three months ended September 30, 2017.2018.


The increasedecrease of $32,923$43,515 in operating expenses during the nine months ended September 30, 2017,2018, compared with the same period during 20162017 was attributeddue to increaseslack of $26,488 in related party compensation, $3,878 in expenses associated with a customer’s marketing campaign, $1,267 in credit card fees associated with increased revenues and collections, and $1,325 in professional fees associated with quarterly SEC filings; partially offset by a decrease of $35 in other administrative expenses.operations during the nine months ended September 30, 2018.


During the three and nine months ended September 30, 2017,2018, the Company incurred net losses of $146$73 and $16,259,$4,528, respectively, compared to net losses of $1,281$146 and $7,521$16,259 during the three and nine months ended September 30, 2016,2017, respectively. The decrease in the net loss of $1,135$73 for the three months ended September 30, 2017,2018, was relateddue to lack of business operations during the increase of $4,608 in revenues, partially offset by an increase of $3,473 in operating expenses as discussed above.three months ended September 30, 2018. The increasedecrease in the net loss of $8,738$12,001 for the nine months ended September 30, 2017,2018, was due to lack of business activities during the increase of $32,923 in operating expenses, partially offset by an increase in revenues of $24,185 as discussed above.nine months ended September 30, 2018.

 

Liquidity and Capital Resources

 

As of September 30, 2017,2018, we had a cash balance of $8,052,$0, a decrease of $1,979$3,425 from a balance of $10,031$3,425 at December 31, 2016.2017. The decrease during the nine months ended September 30, 2017,2018, was the result of partial net cash used for operations, and partially due to the change of $24,349, partially offset by net cash provided by financing activities of $22,370 during the period.ownership arrangement.

 




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Operating Activities

 

Net cash used in operating activities was $24,349$24,907 during the nine months ended September 30, 2017,2018, compared with $7,213$24,349 used in operating activities during the nine months ended September 30, 2016.2017. The $17,136$558 increase in cash used in operations was due to an increase in net lossthe pay-off of $8,738 and an increase of $8,398 in working capital requirementsthe notes payable during the nine months ended September 30, 2017.2018.

 

Investing Activities

 

We neither generated nor used cash in investing activities during the nine months ended September 30, 20172018 and 2016.2017.

 

Financing Activities

 

Net cashCash flows provided by financing activities were $21,482 and $22,370 and $12,572 during theninethe nine months ended September 30, 20172018 and 2016,2017, respectively.


During the nine months ended September 30, 20172018, the Company received $26,482 from the ownership change arrangement; and 2016,during the nine months ended September 30, 2017, the Company sold 447,400 and 83,000 shares respectively, at $0.05 per share for gross proceeds of $22,370 and $4,150, respectively. The shares were sold by the officers and Directors of the Company and no broker commissions were paid as a result of the sales.$22,370.


During the nine months ended September 30, 2016,2018, the Company repaid promissory notes payable issuedpaid off the note of $5,000 and due to related parties in the amountparty of $2,200.$22,122.


During the nine months ended September 30, 2016, the Company issued non-convertible promissory notes payable to related parties in the amount of $10,622.


Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shownconcern, which contemplates the realization of assets and the liquidation of liabilities in the accompanying financial statements, we have incurred net lossesnormal course of $16,259business. The Company currently has limited operations and $7,521 for the nine months ended September 30, 2017 and 2016, respectively, and havehas a working capitalstockholders deficit of $15,678 as$3,593 with an accumulated deficit of September 30, 2017, which raises$71,494. The Company intends to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms.

In 2015, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company’s common stock to be sold to the public at the price of $0.05 per share for a total of $50,000. The Registration Statement became effective on December 30, 2015. As of the date of this filing, the Company has sold 524,400 shares of common stock at $0.05 per share for gross proceeds of $26,220.




The shares were sold by the officers and Directors of the Company and no broker commissions were paid. There is no guarantee that additional shares will be sold from the Registration Statement.


The funds raised on the offering will be used for the payment of costs incurred in the filing of the S-1 Registration Statement and for operating capital for the Company.

With the filing of the S-1 Registration Statement, the Company became a “Reporting Company” as that term is defined by the SEC. As a “Reporting Company”, we will be filing quarterly and annual reports with the SEC, thus incurring the additional costs of audits and legal fees.

While it is hoped that the sale of common stock will be sufficient to meet the financial needs of the Company for the next 12 months, it may be necessary for current management to advance the Company additional funds to meet the needs of the Company.

Our current management has agreed to advance funds to the Company on an “as needed” basis.

Should existing management, stockholders or our affiliates refuse to advance needed funds, however, we would be forced to turn to outside parties to either lend funds to us or buy our securities. There is no assurance that we will be able to raise the necessary funds, when needed, from outside sources. Such a lack of funds could result in severe consequences to us, including among others: 

● 

failure to make timely filings with the SEC as required by the Exchange Act, which may also result in suspension of trading or quotation of our stock and could result in fines and penalties to us under the Exchange Act; and

failure to increase sales and income for the company.

The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

 

Off Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements.

 

Inflation

 

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.


ItemITEM 3. Quantitative and Qualitative Disclosures about Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

 

Not required for an emerging growth company.Applicable.




Item

ITEM 4. Controls and ProceduresCONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures

 

UnderWe carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our chief executive officerPrincipal Executive Officer and principal financial officer, we conducted anPrincipal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, ofour Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as suchof September 30, 2018 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The term is“disclosure controls and procedures,” as defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended as of March 31, 2017. Based on this evaluation, our chief executive officer and principal financial officer have concluded such(the “Exchange Act”), means controls and other procedures to be ineffective as of September 30, 2017,a company that are designed to ensure that information required to be disclosed by the issuera company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’sSEC’s rules and formsforms. Management recognizes that any controls and to ensure that information required to be disclosed by an issuerprocedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the reports that it files or submits undercost-benefit relationship of possible controls and procedures. Notwithstanding the Act is accumulated and communicated toidentified material weaknesses, management believes the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


In connection with the preparation ofstatements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial statementscondition, results of operations and cash flows at and for the year ended December 31, 2016, and the interim periods during 2017, due to resource constraints, material weaknesses became evident to management regarding our inability to generate all the necessary disclosure for inclusionpresented in our filingsaccordance with the Securities and Exchanges Commission (the "SEC") due to the lack of resources and segregation of duties. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.U.S. GAAP.

 

ChangeChanges in Internal Control over Financial Reporting


During the interim period ended September 30, 2017, there wereThere have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of SecuritiesRule 13a-15 or Rule 15d-15 under the Exchange Act Rules 13a-15 or 15d-15 that haveoccurred during the three months ended September 30, 2018, that has materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting. We intend to recruit additional professionals, as our business conditions warrant, to ensure that we include all necessary disclosure in our filings with the Securities and Exchange Commission. Although we believe that these corrective steps will enable management to conclude that the internal controls over our financial reporting are effective when the staff is in place and trained, we cannot provide assurance that these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.




14

PART II — OTHER INFORMATION

 

ItemITEM 1. Legal ProceedingsLEGAL PROCEEDINGS.

 

There are no legal proceedings which are pending or have been threatened against us orthe Company and the Company is unaware of any of our officers, directors or control persons of which management is aware.proceedings contemplated against it.

 

Item 1A. Risk FactorsFactors.

 

NotIn accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required for an emerging growth company.to make the disclosure under this item.


Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

 

There were no unregistered sales of equity securities during the interim periods ended September 30, 2017 and 2016.None


Item 3. Defaults uponUpon Senior SecuritiesSecurities.

 

None.None


Item 4. Mine Safety DisclosuresDisclosures.

 

Not applicable.None


Item 5. Other InformationInformation.

 

None.None

 

Item 6. ExhibitsExhibits.

 

Exhibit 31.1 — Section 302 Certificate of Principal Executive Officer(a) Exhibits.

Exhibit 31.2 — Section 302 Certificate of Principal

ExhibitItem
31.1Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 — Section 906 Certificate of Principal Executive Officer

Exhibit 32.2 — Section 906 Certificate of Principal Financial Officer





15

SIGNATURES

 

Pursuant toSIGNATURES

In accordance with 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.

 

FRONTIER DIGITAL MEDIA GROUP, INC.

By:

Date: March 30, 2020/s/ Patrick DundaSeng Yeap Kok

Patrick Dunda

Chief Executive OfficerSeng Yeap Kok, President and CEO

(Principal Executive Officer and

Principal Financial Officer)

Date: March 30, 2020/s/ Seng Yeap Kok

Dated: November 13, 2017Seng Yeap Kok, CFO

(Principal Accounting Officer)

 



16


 


EXHIBIT INDEX


ExhibitItem
31.1Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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