UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2014
or
o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission File Number: 333-185408
SIPUP CORPORATION INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 99-0382107 | |||||
(State or other jurisdiction of | (I.R.S. Employer Identification |
10005 | |||||
(Address of principal executive offices) | (Zip Code) |
212-792-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Yes Noo 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). oYes x Noo
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,”filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ¨ | Accelerated filer¨ | |
Non-accelerated filer¨ | 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). xYes o Nox
As of July 21, 2014, weApril 1, 2016, the registrant had outstanding 4,000,000 shares of common stock, outstanding.
TABLE OF CONTENTS
Page |
PART I - FINANCIAL INFORMATION | 1 |
Item 1. Financial Statements | ||
Item 2. | 8 | |
Item 4. Controls and Procedures | 10 | |
PART II - OTHER INFORMATION | 10 | |
Item 1. Legal Proceedings | 10 | |
Item 6. Exhibits | 10 | |
SIGNATURES | 11 | |
PART I—I
FINANCIAL INFORMATION
Item 1. 1. Financial Statements.
ASSETS | ||||||||
May 31, 2014 | November 30, 2013 | |||||||
NONE | ||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Liabilities | ||||||||
Accounts payable and accrued expenses | $ | 5,010 | $ | 2,980 | ||||
Loan payable - stockholders | 3,615 | 1,755 | ||||||
Total current liabilities | 8,625 | 4,735 | ||||||
Stockholders’ Deficit: | ||||||||
Common stock, $0.001 par value; 75,000,000 shares authorized, | ||||||||
4,000,000 shares issued and outstanding | 4,000 | 4,000 | ||||||
Additional paid in capital | 61,068 | 61,068 | ||||||
Deficit accumulated during development stage | (73,693 | ) | (69,803 | ) | ||||
(8,625 | ) | (4,735 | ) | |||||
$ | — | $ | — |
SIPUP CORPORATION INC.
BALANCE SHEETS
(unaudited)
($ in dollars)
As of May 31, 2015 | As of November 30, | |||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||||
Accounts payable and accrued expenses | 33,588 | 26,087 | ||||||
Loan from stockholder | 7,055 | 4,555 | ||||||
Total liabilities | 40,643 | 30,642 | ||||||
Stockholders’ deficiency: | ||||||||
Common stock, $0.001 par value; 75,000,000 shares authorized; 4,000,000 shares issued and outstanding at May 31, 2015 and November 30, 2014 | 4,000 | 4,000 | ||||||
Additional paid-in capital | 61,068 | 61,068 | ||||||
Accumulated deficit | (105,711 | ) | (95,710 | ) | ||||
Total stockholders’ deficiency | (40,643 | ) | (30,642 | ) | ||||
Total liabilities and stockholders’ deficiency | $ | - | $ | - |
The accompanying summarynotes are an integral part of notes to unaudited condensedthese financial statements.
1 |
From October 31, | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||
2012 (Inception) to | May 31, | May 31, | ||||||||||||||||||
May 31, 2014 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Revenue, net | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cost of goods sold | — | — | — | — | ||||||||||||||||
Gross profit | — | — | — | — | — | |||||||||||||||
Expenses: | ||||||||||||||||||||
Officer’s compensation | 47,000 | — | 32,640 | — | 32,640 | |||||||||||||||
Computer and internet | 89 | — | — | — | 89 | |||||||||||||||
Professional fees | 25,070 | 2,550 | 6,627 | 3,820 | 10,063 | |||||||||||||||
Other | 1,534 | — | 386 | 70 | 439 | |||||||||||||||
73,693 | 2,550 | 39,653 | 3,890 | 43,231 | ||||||||||||||||
Net loss before provision for income taxes | (73,693 | ) | (2,550 | ) | (39,653 | ) | (3,890 | ) | (43,231 | ) | ||||||||||
Provision for income taxes | — | — | — | — | — | |||||||||||||||
— | — | — | — | — | ||||||||||||||||
Net loss | $ | (73,693 | ) | $ | (2,550 | ) | $ | (39,653 | ) | $ | (3,890 | ) | $ | (43,231 | ) | |||||
Loss per common share - Basic and | ||||||||||||||||||||
fully diluted | $ | (0.02 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
Weighted average number of shares | ||||||||||||||||||||
outstanding - Basic and fully diluted | 3,669,412 | 3,250,000 | 3,078,043 | 4,000,000 | 3,114,945 |
SIPUP CORPORATION INC.
STATEMENTS OF OPERATIONS
(unaudited)
($ in dollars, except share and per share data)
Three Months Ended | Six Months Ended | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Costs and operating expenses: | ||||||||||||||||
Cost of revenues | - | - | - | - | ||||||||||||
Professional fees | 6,500 | 2,550 | 9,000 | 3,820 | ||||||||||||
Filing fees | 300 | - | 1,001 | - | ||||||||||||
Other expenses | - | - | - | 70 | ||||||||||||
Total costs and operating expenses | 6,800 | 2,550 | 10,001 | 3,890 | ||||||||||||
Net loss | $ | (6,800 | ) | $ | (2,550 | ) | $ | (10,001 | ) | $ | (3,890 | ) | ||||
Net loss per share – basic and diluted attributable to common stockholders | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Basic and diluted weighted average number of shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
The accompanying summarynotes are an integral part of notes to unaudited condensedthese financial statements.
2 |
Accumulated | ||||||||||||||||||||
Additional | Deficit During | Total | ||||||||||||||||||
Common Stock | Paid in | Development | Stockholder’s | |||||||||||||||||
Shares | Amount | Capital | Stage | Equity | ||||||||||||||||
Issuance of common shares for cash at | ||||||||||||||||||||
at $0.001 per share | 3,000,000 | $ | 3,000 | $ | — | $ | — | $ | 3,000 | |||||||||||
Net loss | — | — | — | (5,864 | ) | (5,864 | ) | |||||||||||||
Balance - November 30, 2012 | 3,000,000 | 3,000 | — | (5,864 | ) | (2,864 | ) | |||||||||||||
Issuance of common shares for cash at | ||||||||||||||||||||
$0.05 per share | 90,000 | 90 | 4,410 | — | 4,500 | |||||||||||||||
Issuance of common shares for cash at | ||||||||||||||||||||
$0.05 per share | 910,000 | 910 | 44,590 | — | 45,500 | |||||||||||||||
Contribution to additional paid in capital | — | — | 9,740 | — | 9,740 | |||||||||||||||
Contribution to additional paid in capital | — | — | 2,328 | — | 2,328 | |||||||||||||||
Net loss | — | — | — | (63,939 | ) | (63,939 | ) | |||||||||||||
Balance - November 30, 2013 | 4,000,000 | 4,000 | 61,068 | (69,803 | ) | (4,735 | ) | |||||||||||||
Net loss | — | — | — | (3,890 | ) | (3,890 | ) | |||||||||||||
Balance - May 31, 2014 | 4,000,000 | $ | 4,000 | $ | 61,068 | $ | (73,693 | ) | $ | (8,625 | ) |
SIPUP CORPORATION INC.
STATEMENTS OF CASH FLOWS
(unaudited)
($ in dollars)
Six Months Ended May 31, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: | ||||||||
Net loss for the period | $ | (10,001 | ) | $ | (3,890 | ) | ||
Changes in operating assets and liabilities: | ||||||||
Increase (decrease) in accounts payable and accrued expenses | 7,501 | 2,030 | ||||||
Net cash used in operating activities | (2,500 | ) | (1,860 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from loan from stockholders | 2,500 | 1,860 | ||||||
Net cash provided by financing activities | 2,500 | 1,860 | ||||||
Increase (decrease) in cash and cash equivalents | - | - | ||||||
Cash and cash equivalents at beginning of period | - | - | ||||||
Cash and cash equivalents at end of period | $ | - | $ | - |
The accompanying summarynotes are an integral part of notes to unaudited condensedthese financial statements.
From October | ||||||||||||
31, 2012 | For the Six Months Ended May | |||||||||||
(Inception) to | 31, | |||||||||||
May 31, 2014 | 2014 | 2013 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (73,693 | ) | $ | (3,890 | ) | $ | (43,231 | ) | |||
Adjustments to reconcile net loss to net cash used | ||||||||||||
by operating activities: | ||||||||||||
Accounts payable and accrued expenses | 5,010 | 2,030 | 140 | |||||||||
Net cash used by operating activities | (68,683 | ) | (1,860 | ) | (43,091 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of common stock | 53,000 | — | 50,000 | |||||||||
Stockholders’ loans | 3,615 | 1,860 | (5,322 | ) | ||||||||
Stockholder contribution | 12,068 | |||||||||||
Net cash provided by financing activities | 68,683 | 1,860 | 44,678 | |||||||||
Net increase in cash | — | — | 1,587 | |||||||||
Cash at beginning of period | — | — | 2,993 | |||||||||
Cash at end of period | $ | — | $ | — | $ | 4,580 | ||||||
Supplemental cash flow information: | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | — | $ | — | $ | — | ||||||
Income taxes | $ | — | $ | — | $ | — |
SIPUP CORPORATION INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
Financial Statements
The unaudited financial statements of Sipup Corporation (“Sipup”Inc. (referred to in this Quarterly Report on Form 10-Q as the “Company”, “we”, “us”, or the “Company”“our”) was incorporated on October 31, 2012, under the laws, of the State of Nevada. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. The Company intends to produce, pack and sell flavored yogurts.
The results for the interim period. Operating results for the interim period ended May 31, 2014periods presented are not necessarily indicative of the results that may be expected for the year ending November 30, 2014. Accordingly, theseany future period. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended November 30, 2013.
Sipup Corporation (the "Company") is a Nevada Corporation incorporated on October 31, 2012. The Company plans to establish itself as a properties development business.
Revenue RecognitionBasis of Presentation
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
These financial statements are presented in US dollars.
Fiscal Year End
The Corporation has adopted a fiscal year end of November 30.
Going concern
The accompanying financial statements have been prepared assuming that the Company records revenue when persuasive evidencewill continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at May 31, 2015, the Company has an arrangement exists, servicesaccumulated deficit of $105,711 from operations and working capital deficit of $40,643 has earned no revenues to cover its operating costs. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending November 30, 2015.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of May 31, 2015, and for the periods then ended, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of May 31, 2015, and the results of its operations and its cash flows for the periods ended May 31, 2015. These results are not necessarily indicative of the results expected for the calendar year ending November 30, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of November 30, 2014, for additional information, including significant accounting policies.
4 |
Lease Commitments
The Company does not own any property. We currently lease a virtual office at 30 Wall St. 8th floor, Manhattan, NY. Our lease expires on February 2017. We believe that our facilities are suitable and adequate for our present needs.
Legal proceedings
The Company is not party to any legal proceedings, nor is there any known legal proceedings contemplated against the Company.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies are set out below, these policies have been rendered or product delivery has occurred, the sales priceconsistently applied to the customer is fixed or determinable, and collectability is reasonably assured
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts reported inof assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes.the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment InformationCash and cash equivalents
Cash and equivalents include investments with initial maturities of three months or less. The Company follows Accounting Standards Codification (“ASC”maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") 280, “Segment Reporting”. up to $250,000. As of February 28, 2015 and November 30, 2014 the company has no cash.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.
Earnings per Share
The Company currently operatescomputes net loss per share in a single segmentaccordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and will evaluate additional segment disclosure requirements as it expands its operations.
Income Taxes
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the taxfuture consequences related to temporaryof differences between the financial statement carrying amountamounts of existing assets and liabilities for financial reporting purposes and the amounts used fortheir respective tax purposes at each year end, based on enactedbases (temporary differences). Deferred tax lawsassets and statutoryliabilities are measured using tax rates applicableexpected to apply to taxable income in the periodsyears in which thethose temporary differences are expected to affect taxable income. A valuation allowance is recognizedrecovered or settled. Valuation allowances for deferred tax assets are established when based on the weight of all available evidence, it is considered more likely than not that all,some portion or some portion,all of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.
Stock based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.
5 |
Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.
Currently, the Company does not have stock incentive plan
Fair Value of Financial Instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
- Level 1: Quoted prices in active markets for identical instruments;
- Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).
Recently Adopted Accounting Pronouncements
During the year ended November 30, 2014, the Company has elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Company)
We do not believe that the adoption of three months or less to be cash equivalents. There were no cash equivalents at February 28, 2013.
NOTE 3 – LOAN PAYABLE -FROM STOCKHOLDER
As of, | ||||||||
May 31, 2015 | November 30, 2014 | |||||||
Loan from related party* in dollars | $ | 7,055 | $ | 4,555 |
*The loans bearabove loan is unsecured, bears no interest and are payablehas no repayment term. This loan is repayable on demand.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Common stock
In October 2012, the Company issued 3,000,000 shares of common stock at $0.001a price of $ 0.001 per share.
NOTE 5 – INCOME TAXES
a. Provision for income taxes
No provision for income taxes differs fromwas required for the amount computedthree months ended May 31, 2015 and November 30, 2014 due to net losses in these periods.
6 |
b. In accordance with ASC 740-10, the components of deferred income taxes are as follows:
As of | ||||||||
May 31, 2015 | November 30, 2014 | |||||||
Net operating losses carryforwards | $ | 14,882 | $ | 14,357 | ||||
Less valuation allowance | (14,882 | ) | (14,357 | ) | ||||
Net deferred tax assets | $ | - | $ | - |
The Company provided a valuation allowance equal to the deferred income tax assets for period endedMay 31, 2015 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As ofMay 31, 2015 the Company had approximately $105,711 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by applying the statutoryyear 2035.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax rate to income before provision for income taxes. The sources and tax effectsreturns of the differencesCompany are subject to examination by the IRS, generally for three years after they are filed.
NOTE 6 – RELATED PARTY TRANSACTION
Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged. The stockholders who gave the loan to the company are not considered as follows:
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.
7 | ||||
Item 2.2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This sectionQuarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Form 10-Q includes a numberSecurities Act of forward-looking statements that reflect our current views with respect to future events1933, as amended, and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subjectbased on current expectations, estimates, forecasts and projections about us, our future performance, the industries in which we operate our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “may,” “expect,” “anticipate,” “forecast,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and uncertaintiesassumptions that could causeare difficult to assess. Therefore, actual outcomes and results tomay differ materially from our predictions.
Overview
Sipup Corporation (“Sipup” or the “Company”) was incorporated on October 31, 2012 under the laws of the State of Nevada. The Company is inNevada for the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. The Company intends to produce, pack and sell flavored yogurts.
The Company is presently negotiating the terms of a proposed transaction whereby the Company would acquire all of the outstanding capital stock of a privately held company engaged in receivership,the business of acquiring and have never been involveddeveloping commercial real estate property (the "Target Company") in any legal action or proceedings. Since incorporation, we have not made any significant purchase or saleexchange for the issuance to the stockholders of assets.
Results of equity or debt securities.
During the period, we incorporated the Company, and prepared a business plan. Our loss since inception is $105,711 related primarily to professional fees, officers' compensation, and the incorporation of the Company, bank charges and office supplies. We have not meaningfully commenced our proposed business operations and will not do so until after receiving sufficient financing.
Since inception, we have offered and sold (i) 3,000,000 shares of common stock to Rashid Naeem, our former officer and a director, at a purchase price of $0.001 per share, for aggregate proceeds of $3,000 and we have offered and sold 1,000,000 shares at a purchase price of $0.05 per share, for aggregate proceeds of $50,000.
Revenues
For the three months ended May 31, 2015 and 2014, we had no revenues.
8 |
Costs and Operating Expenses
Professional fees increased by $3,950 to $6,500 for the three and six month periodmonths ended May 31, 2014 was2015, from $2,550 and $3,890, respectively, compared to a net loss of $39,653 and 43,321duringfor the three and six month periodmonths ended May 31, 2013, respectively.2014. During the three and six month periodmonths ended May 31, 2014 and 2013,2015 we did not generate any revenue.
Results of Operations - Six Months Ended May 31, 2015, Compared to Six Months Ended May 31, 2014
Revenues
For the three and six month periodmonths ended May 31, 2015 and 2014, we incurred officer's compensation of $nil, computerhad no revenues.
Costs and internet expenses of $nil, professionalOperating Expenses
Professional fees of $2,550 and $3,820, respectively and other expense of $nil as comparedincreased by $5,180 to officer's compensation of $32,640 and $32,640, respectviely, computer and internet expenses of $nil and $89, respectively, professional fees of $6,627 and 10,063, respectively, and other expense of $386 and $439, respectively. Other expenses and professional fees incurred during these periods were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
May 31, 2014 $ | November 30, 2013 $ | |||||||
Current Assets | 0 | 0 | ||||||
Current Liabilities | 8,625 | 4,735 | ||||||
Stockholders’(Deficit) | (8,625 | ) | (4,735 | ) |
Six months ended May 31, 2014 $ | Six months ended May 31, 2013 $ | |||||||
Cash Flows used by Operating Activities | (1,860 | ) | (43,091 | ) | ||||
Cash Flows provided by Financing Activities | 1,860 | 44,678 | ||||||
Net Increase (decrease) in Cash During Period | 0 | 1,587 |
Liquidity and Capital Resources
As of May 31, 2015, the company had $Nil cash and our liabilities were $40,643, consisting primarily of Accounts payable and accrued expenses of $33,588 and Loans payable of $7,055. As of November 30, 2014, the Companycompany had $Nil cash and our liabilities were $30,642, consisting primarily of $nil as compared to cashAccounts payable and accrued expenses of $nil at November 30, 2013,$26,087 and total assetsLoans payable of $nil as compared with cash$4,555. The available capital reserves of $nil at May 31, 2013.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until after receiving sufficient financing and implementing our plan of $8,625 compared with $4,735 at November 30, 2013.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequateinadequate to fund our operations over the next sixtwelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. WeAlthough we intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances, of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may notno assurance can be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will continuerequire additional funds prior to rely onsuch time and the Company will seek to obtain those funds by selling additional capital through private equity salesplacements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
At the present time, we have been able to raise additional cash by selling of common sharesstock, it will likely not be sufficient to support our planned operations. If we are unable to raise the cash needed to support our operations, we will either suspend product development and marketing activities until we do raise the cash, or cease operations entirely. Because we have been unable to raise additional cash, Management may consider other business opportunities in order to continuemaintain and increase shareholder value.
We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to fund ourseek capital from other resources such as taking loans, which would likely not even be possible for the Company. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. IssuancesAs a result, investors would lose all 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.
9 |
Off-Balance Sheet Arrangements
None.
Contingencies
None.
Item 4. Controls and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparationProcedures.
(a) Evaluation 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Each of our principal executive officer and maintaining a systemprincipal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in RuleExchange Act Rules 13a-15(e) and 15d-15(e) under) as of the Exchange Act)end of the period covered by this Quarterly Report on Form 10-Q, has concluded that, is designedbased on such evaluation, our disclosure controls and procedures as of March 31, 2014, were adequate and effective to ensure that material information required to be disclosed by us in the reports that we file orand submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer
(b) Changes in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no changechanges in our internal control over financial reporting during the three month period ended May 31, 2014our most recently completed fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
PART II.II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 6. Exhibits.
See the Exhibit Index immediately following the signature page hereto for a description of the date ofdocuments that are filed as exhibits to this Quarterly Report no director, officeron Form 10-Q or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reportQuarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 1, 2016 | By: | /s/ Yochai Ozeri |
11 |
EXHIBIT INDEX
Exhibit Number | Description | |
31 | Certification of the Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | |
32 | Certification of the Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer), furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
101.INS | XBRL Instance Document.* | |
101.SCH | XBRL Taxonomy Extension Schema Document.* | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.* |
* Attached.
12