UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

For the quarterly period ended March 31, 2016
[_]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

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

For the transition period from ____________ to ______________

000-54629
Commission File Numberfile number: 000-54629

GMCI CORP.
(Exact name of registrant as specified in its charter)

Nevada 47-5567250 38-4051728
(State or other jurisdiction of incorporation or organization)(I.R.S.IRS Employer Identification No.)
Level 1 Tower 1 Avenue 3
The Horizon
Bangsar South City, Kuala Lumpur 59200
 (Address of principal executive offices)
 60-3-2242-2259
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Level 1 Tower 1 Avenue 3
The Horizon
Bangsar South City, Kuala Lumpur 59200
 (Address of principal executive offices)

60-3-2242-2259
 (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [   ]
Yes [X] 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 [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer an accelerated filer, a non-accelerated filer, or a small reporting company, or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[_]		[  ]Accelerated filer[  ] [_]
Non-accelerated filer[  ] [_] (DoSmaller reporting company [X]
(Do not check if a smaller reporting company)Smaller reporting company[ X ]
Emerging growth company[  ]
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. [  ]
[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.

[_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ]
Yes [_] No [X] No
The number of shares of the issuer's common stock outstanding as of December 12, 2017 was 720,802,346 shares, par value $0.001 per share.
GMCI CORP.
FORM 10-Q
Quarterly Period Ended September 30, 2017

APPLICABLE ONLY TO CORPORATE ISSUERS:INDEX

As of June 20, 2017, GMCI Corp. had 720,802,346 shares of common stock issued and outstanding.


Table of Contents


 Page
 PART I – FINANCIAL INFORMATION 
  
PART I. FINANCIAL INFORMATION3
Item 1.
Financial Statements
  F-1 to F-103
 
Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and June 30, 2017
3
Condensed Consolidated Statements of Operations for the Three Months ended September 30, 2017 and 2016 (unaudited)
4
Condensed Consolidated Statements of Cash Flows for the Three Months ended September 30, 2017 and 2016 (unaudited)
5
Notes to the Condensed Consolidated Financial Statements
6
Item 2.
Management’s
Management's Discussion and Analysis of Financial Condition and Results of Operations
  317
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22
Item 4.
Controls and Procedures
22
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk  5
Item 4.Controls and Procedures  5
PART II –II. OTHER INFORMATION23
Item 1.
Legal Proceedings
23
Item 1.1A.
Legal Proceedings
Risk Factors
  623
Item 1A.Risk Factors  6
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  623
Item 3.
Defaults Upon Senior Securities
23
Item 4.
Mine Safety Disclosures
23
Item 5.
Other Information
23
Item 6.
Exhibits
23
   
Item 3.
SIGNATURES
Defaults Upon Senior Securities  6
Item 4.Mine Safety Disclosures  6
Item 5.Other Information  6
Item 6.Exhibits  7
SIGNATURES  824



2


PART I—I. FINANCIAL INFORMATION

Item 1. Financial Statements

GMCI Corp.
Condensed Consolidated Balance Sheets

  
March 31,
2016
(Unaudited)
  
December 31,
2015*
 
       
ASSETS      
Current Assets      
Cash $15,290  $17,334 
Prepaid expenses and deposits  8,503   27,665 
Total Current Assets  23,793   44,999 
         
Advance payment on mineral trading, related party  636,699   - 
Plant and equipment, net  76,896   57,586 
         
TOTAL ASSETS $737,388  $102,585 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current Liabilities        
Accounts Payable and accrued liabilities $74,462  $86,512 
Advances payable, related party  1,576,110   782,499 
Total Current Liabilities
  1,650,572   869,011 
         
Total Liabilities  1,650,572   869,011 
         
 Commitments and Contingencies
        
         
Stockholders' Deficit        
Preferred Stock - $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2016 and December 31, 2015  -   - 
         
Common stock - $0.001 par value; 4,000,000,000 shares authorized, 720,802,346 issued and outstanding at March 31, 2016 and December 31, 2015  720,802   720,802 
Subscriptions receivable  (220,000)  (220,000) 
Additional Paid in Capital  (338,845)  (360,607)
Other comprehensive income (loss)  43,631   94,847 
Accumulated deficit  (1,118,772)  (1,001,468)
Total Stockholders' Deficit  (913,184)  (766,426)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $737,388  $102,585 
  
September 30,
2017
  
June 30,
2017*
 
  (unaudited)    
ASSETS      
Current Assets      
Cash
 $24,254  $9,861 
Prepaid expenses and deposits  75,950   61,883 
Due from Sincere, related party  -   186,372 
Total Current Assets  100,204   258,116 
         
Plant and equipment, net
  46,343   55,711 
         
TOTAL ASSETS $146,547  $313,827 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities        
Accounts Payable and accrued liabilities $95,956  $136,201 
Income tax payable  20,000   20,000 
Deferred rent expenses  6,242   8,078 
Advances payable, related party
  2,191,925   2,232,387 
Advances payable  253,901   127,256 
Total Current Liabilities  2,568,024   2,523,922 
         
Total Liabilities  2,568,024   2,523,922 
         
Stockholders' Deficit        
Preferred Stock - $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2017 and June 30, 2017  -   - 
Common stock - $0.001 par value; 4,000,000,000 shares authorized, 720,802,346 issued and outstanding at September 30, 2017 and June 30, 2017
  720,802   720,802 
Additional Paid in Capital  (123,774)  (163,250)
Other comprehensive income (loss)  
89,667
   114,945 
Accumulated deficit  (3,108,172)  (2,882,592)
Total Stockholders' Deficit  (2,421,477)  (2,210,095)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $146,547  $313,827 
*Derived from audited information.information

See accompanying notes to the unaudited condensed consolidated financial statements


 
F-13


GMCI Corp.
Condensed Consolidated Statements of Operations and Other Comprehensive Loss
(Unaudited)


 
 
For the three months
ended September 30,
 
  2017  2016 
       
Revenue $49,281  $- 
         
Operating Expenses        
Professional fees
  65,546   53,040 
General and administrative expenses  170,190   151,811 
Total Operating Expenses  235,736   204,851 
       - 
(Loss) from operations
  (186,455)  (204,851)
         
Interest expenses, Related Parties  (39,125)  (26,526)
         
(Loss) before taxation  (225,580)  (231,377)
Income tax  -   - 
Net (Loss) $(225,580) $(231,377)
         
Net Loss Per Share: Basic and Diluted
 $(0.00) $(0.00)
         
Weighted Average Shares Outstanding: Basic and Diluted  720,802,346   
720,802,346
 
         
Comprehensive Income (Loss):        
Net loss $(225,580) $(231,377)
Effect of foreign currency translation  (25,278)  (20,161)
Comprehensive Loss $(250,858) $(251,538)


  Three Months ended 
  March 31, 
  2016  2015 
       
Revenue $-  $- 
         
Operating Expenses        
Professional fees  47,260   1,383 
General and administrative  48,640   66,777 
Total Operating Expenses  95,900   68,160 
         
(Loss) from operation  (95,900)  (68,160)
         
Interest expenses  (21,404)  - 
         
(Loss) before taxation  (117,304)  (68,160)
Taxation  -   - 
Net (Loss) $(117,304) $(68,160)
         
Net Loss Per Share: Basic and Diluted $(0.00) $(0.00)
         
Weighted Average Shares Outstanding: Basic and Diluted  720,802,346   500,044,575 
         
Comprehensive Income (Loss):        
Net loss $(117,304) $(68,160)
Effect of foreign currency translation  (51,216)  15,227 
Comprehensive Loss $(168,520) $(52,933)


See accompanying notes to the unaudited condensed consolidated financial statements


F-24



GMCI Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
      
 
For the three months ended
September 30,
 
 
Three Months Ended
March 31,
  2017  2016 
 2016 2015       
CASH FLOW FROM OPERATING ACTIVITIES:            
Net Loss $(117,304) $(68,160) $(225,580) $(231,377)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:              
Depreciation  11,463   6,747   12,006   9,376 
Rent expenses contributed as additional paid in capital 358 - 
Rent expenses contributed to additional paid in capital  352   364 
Imputed interest contributed as additional paid in capital 21,404 -   39,125   26,526 
Expenses paid directly by related party  63,372   33,206 
Changes in operating assets and liabilities:              
Other receivable and deposits  743   360   (13,112)  (54,124)
Accounts Payable and accrued liabilities  (13,542)  - 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (96,878)  (61,053) 
Accounts payable and accrued liabilities  (40,652)  (2,931)
Deferred rent expenses  (1,956)  14,647 
NET CASH USED IN OPERATING ACTIVITIES  (166,445)  (204,313)
              
CASH FLOWS FROM INVESTING ACTIVITIES:              
Advanced payment on mineral trading – related party (614,226) - 
Repayment of investment in mineral trading, related party  187,932   - 
Plant and equipment  (4,492)  (2,386)  (1,797)  (23,185)
NET CASH USED IN INVESTING ACTIVITIES  (618,718)  (2,386)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  186,135   (23,185)
              
CASH FLOWS FROM FINANCING ACTIVITIES:              
Advances, related parties, minertal trading  614,226   66,752 
Advances, related parties, operating expenses  98,780     
Cash acquired via reverse acquisition  -   35 
NET CASH PROVIDED BY FINANCING ACTIVITIES  713,006   66,787 
Proceeds from subscription receivable  -   220,000 
Proceeds of related party advances  -   173,996 
Repayments of related party advances
  (132,146)  (20,400)
Advances from third party, operating expenses  126,645   - 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  (5,501)  373,596 
              
Effects of changes in foreign exchange rate  546   465   204   (1,673)
              
NET CHANGE IN CASH  (2,044)  3,813   14,393   144,425 
CASH AT BEGINNING OF PERIOD  17,334   13,297   9,861   14,112 
CASH AT END OF PERIOD $15,290  $17,110   $24,254  $158,537 
              
Cash Paid during the year for:             
Interest $-  $-  $-  $- 
Income Taxes $-  $-  $-  $- 
             
Non-Cash financing and investing activities:     
Other receivable and deposits acquired per reverse merger $-  $(6,000)
Accounts payable and accrued liabilities acquired per reverse merger  -   9,448 
Convertible notes acquired per reverse merger  -   195,000 
Amounts due to related parties acquired per reverse merger  -   47,043 
Convertible note released and contributed to additional paid in capital -  (195,000)
Accrued interest contributed to additional paid in capital -  (6,999)
Deposit to acquire plant and equipment transfer to plant and equipment  19,747  - 
 $19,747  $43,492 
Supplemental Non-Cash Information        
Landlord deposits funded directly by related party $-  $51,317 





See accompanying notes to the unaudited condensed consolidated financial statements


F-35

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31,For three months ended September 30, 2017 and 2016

Note 1 – Organization and Summary of Significant Accounting Policies
 
GMCI Corp., formerly Pacific Metals Corp. (“GMCI”("GMCI" or the “Company”"Company") was incorporated in Nevada on June 28, 2006.
 
On March 17, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."
 
On March 19, 2015, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned name change be effected in the market. The Company also requested that its ticker symbol be changed to "GMCI". On April 16, 2015, FINRA granted approval for the name change and the ticker symbol change.
 
On March 26, 2015, GMCI entered into and closed a Share Exchange Agreement (the "Agreement""SBS Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sdn. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share ExchangeSSBS Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.
 
As a result of the completion of the aforementioned acquisition,recapitalization, SBS is now the Company's wholly-owned subsidiary.  The aforementioned business combinationSBS Agreement was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of SBS.  Under reverse acquisitionrecapitalization accounting SBS (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination. As a result of the aforementioned transactions a total of 802,346 shares of the Company’s common stock issued and outstanding at December 31, 2014 are reflected as part of the recapitalization transactions impacted March 26, 2015, in our Statements of Stockholder’s Equity (Deficit).
 
SBS is a producer of metal ore and is focused on producing iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration.  As of March 31, 2016During fiscal 2017 SBS is not yetcommenced revenue generating revenuesoperations as a result of its mineral exploration and ore acquisition efforts, however SBS has paid initial deposits in order to commence a mineral trading business (See Note 2)3), which have resulted in revenues during the quarterthree months ended March 31, 2017.  September 30, 2017 of $49,281, as a result of concluded shipments of 49,006 net tonnes of bauxite.  Essentially all of the Company’sCompany's property, plant and equipment assets are held in Malaysia.  The functional currency of the Company’sCompany's Malaysian subsidiary, SBS, is the ringgit.  During 2016, the ringgit was subject to significant swings in value against the US dollar.  Those swings were most pronounced close to the quarterMalaysian Ringgit.

Fiscal Year

The Company's year end periods.  Balance sheet amounts under ASC 830 for companies who translate their function currency into a reporting currency, as the Company does for SBS, are translated at the period end rate, while amounts recorded to the statement of operations are translated at the period average rate, these period end fluctuations have cause significant difference between these translation amounts.  Because of this, the Company has included in the table below the effect of these foreign currency translation changes.is June 30.

Principals of Consolidation

The Condensed Consolidatedcondensed consolidated financial statements include the accounts of GMCI and its wholly-owned subsidiary.subsidiary, SBS. All significant intercompany balances and transactions have been eliminated.

Basis of Presentation
 
The unaudited interim Condensed Consolidatedcondensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”("GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”("SEC"). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2015,June 30, 2017, included in the Company’s AnnualCompany's Report on Form 10-K,10-12G/A, filed on MayOctober 24, 2017 with the SEC. The interim unaudited Condensed Consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K filed on May 24, 2017.statements. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2016September 30, 2017 are not necessarily indicative of the results that may be expected for the transition year ending June 30, 2016.2018.

Reclassification
Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

F-46


GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31,For three months ended September 30, 2017 and 2016

Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)(cont'd)

Significant Accounting Principles
Use of Estimates and Assumptions.Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.


Revenue Recognition

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectibility is reasonably assured.

The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers.

To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3).  In addition, all of the revenue recognized with those related parties has been based on verbal conditions.  To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore.  The Company has determined that in recording its revenue through September 30, 2017, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party.  Because of this, through September 30, 2017, the Company has recorded its trading commissions earned with Sincere Pacific Mining(M) Sdn. Bhd. ("Sincere") on the cash basis.  In the future, should the Company enter into formal agreements, the recognition method may change.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At March 31, 2016September 30, 2017 and December 31, 2015June 30, 2017, cash includes cash on hand and cash in the bank.  The Company's subsidiary operates in Malaysia where deposit insurance for deposits is provided up to RM$250,000 (approximately US$59,224). From time to time the Company's account balances may exceed that limit.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

Foreign Currencies

Functional and presentation currency - Items included in the Condensed Consolidatedconsolidated financial statements of each of the Company and its subsidiary are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’'functional currency'). The Condensed Consolidatedconsolidated financial statements are presented in US Dollars, which is the Company’sCompany's functional and presentation currency. The functional currency of the Company’sCompany's subsidiary is the Malaysian Ringgit.

Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.
7
GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 1 – Organization and Summary of Significant Accounting Policies (cont'd)

Subsidiaries The results and financial position of the subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

i) assets and liabilities are translated at the closing rate at the date of the balance sheet;
ii) income and expenses are translated at average exchange rates;
iii) all resulting exchange differences are recognized as other comprehensive income (loss), a separate component of equity.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates:
 
Motor Vehicles  20%
Office equipment  33%
Tools and equipment  33%
Computer and software  33%
Leasehold improvements Term of lease 
Furniture and Fixture
33%
 

F-5

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016
Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)
Mineral Properties

The Group is primarilyplanning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on granite (see Note 3) and previous emphasis on iron ore, bauxite and tin.  Mineral claims and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized.  The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves.  If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

Exploration expenditures

Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. As at June 30, 2014 the Group had completed its prospecting activities in relation to certain iron ore resources, at which time all associated overhead pending the extraction of the resource in place has been allocated to general operating expense, save certain annual expenses for permitting and licensing of the property which are recorded  as they may occur in the current period. Exploration expenses in the three months ended March 31,September 30, 2017 and 2016 and 2015 were $Nil.are $nil.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the three months ended March 31,September 30, 2017 and 2016, and 2015, there was no impairment of long-lived assets.
8

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 1 – Organization and Summary of Significant Accounting Policies (cont'd)


Segment Reporting

FASB ASC 820 "Segments Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through subsidiary SBS in the area of mineral trading and exploration activities (see Note 3  and 10), while the Company, GMCI, will continue to manage the Company's reporting requirements and carry out on-going business development activities in search of new reporting segments which may include hospitality, manufacturing and other service based businesses.

Income Taxes

The company accounts for income taxes in accordance with ASC Topic 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company recognizes interest and penalties related to unrecognized tax benefits or failure to comply with local tax legislation within the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Loss. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets.

Loss Per Share

The company follows the provisions of ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.
 
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’scompany's common stock that could increase the number of shares outstanding and lower the earnings per share of the company’scompany's common stock.  This calculation is not done for periods in a loss position as this would be antidilutive.  As of March 31,the three months ended September 30, 2017 and 2016, and 2015, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

Note 2 – Going Concern

At September 30, 2017 and September 30, 2016, the Company reported a net loss of $225,580 and $231,377, respectively. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2018 and beyond based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.
F-6
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

9


GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
March 31,For three months ended September 30, 2017 and 2016


Note 23 –Advance Payment on Mineral Trading – Related Party

During the three monthsfiscal year ended March 31,June 30, 2016 the Company’sCompany's subsidiary, SBS, advanced $636,699 (MYR$2,504,769)$614,226 (RM$2,574,000) to Sincere Pacific Mining(M) Sdn. Bhd. (“Sincere”) (see Note 7)8), a related party corporation by virtue of directors in common, for the purpose of commencing bauxite trading and financing activities.

During the three month periodfiscal year ended March 31,June 30, 2016, SBS and Sincere have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere directly.directly under an export license granted by the Ministry of Mines in Malaysia which is currently in force and pending renewal prior to expiry.  As at March 31,June 30, 2016 the Company hashad advanced proceeds for the purpose of securing mineral resources for shipment.  Sincere has agreed to manage all labor, processing, transport and export of the ore.  Funds advanced by SBS will be used for the continuing purchase of minerals for transport over the course of several planned shipments.  SBS does not intend to take physical possession of the minerals at any time. It has been agreed betweenore until such time as the parties that SBS shall receivehave concluded a commission based on gross washed bauxite tonnagetotal of up to 20,000 tonnes per shipment. Thereafter, if successful, the two parties will enterseven (7) shipments.  As at September 30, 2017 a formal agreement with respect to furthertotal of 5 shipments under newly negotiated terms .  SBS does not expect the initial advances made to Sincere to be returned until several shipments of ore have been completed.concluded.

Further itIt is anticipated that the sales price obtained by Sincere for unwashed bauxite will total gross US$24.50 to US$26.00 per dry, delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present, primarily aluminum oxide and silicon dioxide. Sincere will issue payment to SBS upon successful conclusion of shipments, at an agreed $1 USD per delivered dry tonne, net any applicable fees such as storage. It is anticipated that the Company will continue to conduct its bauxite trading activities under these verbal terms of agreement until such time as deposits advanced to commence trading operations are recovered.  Subsequentlyrecovered, as well as income from the shipments.  The parties intend to formalize a written agreement for future mineral trading activities.  The Company and Sincere have securedactivities following successful conclusion of approximately seven (7) shipments whereby SBS will receive commissions on up to 1.8 million140,000 gross tonnes.

During the three months ended September 30, 2017 the Company earned revenue from its bauxite trading activities and concluded shipments for a total of 60,000 tonnes of materialgross washed bauxite (net dry weight of 49,006 tonnes) for processingnet commissions of US$49,281 converted at an agreed fixed rate of conversion to RM between 4.2805 and 4.2895 for total proceeds of RM$210,005.

Funds advanced by SBS will be used for the continuing purchase of minerals for transport over the course of several planned shipments.  SBS does not intend to take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on gross washed bauxite tonnage of up to 20,000 tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms.  SBS does not expect the initial advances made to Sincere to be returned until several shipments of ore have been completed. As at June 30, 2016 the Company has partially impaired the advance payment in the original amount $614,226 by $413,179, net amounts payable by SBS to Sincere, due to the uncertainty around the timing of collectibility.  During the three months ended September 30, 2017, the Company received RM$800,000 from Sincere to reduce advances paid. A balance of $nil and $186,372 (RM$800,000) remains collectible on the Company's balance sheets as of March 31, 2016.September 30, 2017, and June 30, 2017, respectively.
 

10

GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016


Note 34 – Plant and Equipment

  
September 30,
2017
  
June 30,
2017
 
Cost      
Motor Vehicles $98,028  $96,401 
Office equipment  9,361   9,205 
Computers and software  12,290   12,086 
Tools and equipment  502   494 
Leasehold improvements  13,030   12,814 
Furniture and Fixture  40,316   37,881 
  $173,527  $168,881 
 December 31, 2015 Additions FX changes March 31, 2016  
September 30,
2017
  
June 30,
2017
 
Cost         
Accumulated depreciation      
Motor Vehicles $96,363  $  - $8,823  $105,186  $79,264  $73,128 
Office equipment  6,657 5,810 1,090   13,557   8,866   8,498 
Computers and software  5,846     - 535   6,381   7,440   6,596 
Tools and equipment  494   -  45   539   502   494 
Leasehold improvements  -  18,429  1,528  19,957   8,687   6,712 
Furniture and Fixture  22,425   17,742 
 $109,360  $24,239 $12,021  $145,620  $127,184  $113,170 

 December 31, 2015 Additions FX changes March 31, 2016  
September 30,
2017
  
June 30,
2016
 
Accumulated depreciation         
Carrying Value      
Motor Vehicles $44,191  $4,937  $4,368  $53,496  $18,764  $23,273 
Office equipment  4,190   1,563   487   6,240   495   707 
Computers and software  3,090   460   311   3,861   4,850   5,490 
Tools and equipment  303   42   30   375   -   - 
Leasehold improvements    -  4,461  291  4,752   4,343   6,102 
Furniture and Fixture  17,891   20,139 
 $51,774  $11,463  $5,487  $68,724  $46,343  $55,711 

  March 31, 2016  December 31, 2015 
Carrying Value      
Motor Vehicles $51,690  $52,172 
Office equipment  7,317   2,467 
Computers and software  2,520   2,756 
Tools and equipment  164   191 
Leasehold improvements  15,205   - 
  $76,896  $57,586 



F-7

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 3 – Plant and Equipment (cont’d)

Essentially all of the Company’sCompany's property, plant and equipment assets are held in Malaysia.  The functional currency of the Company’sCompany's Malaysian subsidiary, SBS, is the ringgit.  During

Depreciation for the three months ended September 30, 2017 and 2016 the ringgit was subject to significant swings in value against the US dollar.  Those swings were most pronounced close to the quarter end periods.  Balance sheet amounts under ASC 830 for companies who translate their function currency into a reporting currency, as the Company does for SBS, are translated at the period end rate, while amounts recorded to the statement of operations are translated at the period average rate, these period end fluctuations have cause significant difference between these translation amounts.  Because of this, the Company has included in the table above the effect of these foreign currency translation changes.$12,006 and $9,376, respectively.

11

GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 45 – Prepaid expenses and deposits
 
 March 31, 2016 December 31, 2015  
September 30,
2017
  
June 30,
2017
 
           
Sundry receivables $4,868  $4,471  $1,563  $2,190 
Deposits, including utility, security deposits and to purchase plant and equipment  3,635   23,194 
Deposits, including utility, security deposits  55,617   54,693 
Prepaid on professional services fee  18,770   5,000 
 $8,503  $27,665  $75,950  $61,883 

Note 5 – Mineral Licenses

On January 6, 2014 the Company’s subsidiary, SBS, entered into two agreements with unrelated third parties, YM Tengku Dato’ Kalsom Ibni Al-Marhum Sultan Abu Bakar and YM Tengku Dato’ Norazahan Ibni Al-Marhum Sultan Abu Bakar where under SBS was granted, in consideration of all work and fees payable on the underlying lands, a power of attorney granting a license to prospect, extract and monetize iron ore on the following two (2) properties:

NOMining Land
Mining Area
(Hectares)
1Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia50
2Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia50

The total mining area measures approximately 100 hectares (247 Acres). Under the terms of the agreements the SBS may extract and sell the iron ore subject to the payment of 5% royalties, tributes, and all such other fees and expenses as may be assessed. Concurrently with the aforementioned agreements SBS and each of the respective parties entered into an exclusive operating agreement the terms of which set out terms and conditions for the mining operation including the annual costs of the mineral license, rents and other fees over the two-year term of the mineral license, totaling US$8,295 (RM$31,000) per mining area.

The license expired on January 6, 2016 and SBS does not intend to pursue renewal of the license at this time due to the reduced market price for iron ore.

F-8

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 6 – Commitments and Contingencies

(1)Office lease 1

On July 10, 2015, the Company’s subsidiarySBS entered into a two-year lease commencing August 1, 2015 for office premises in Lorong 3/137C, Off Jalan Klang Lama, 58000 Kuala Lumpur.  Under the terms of the lease SBSthe Company will pay monthly rent of $695$606 USD at current exchange rate (RM$2,600) and shall be responsible for all monthly utilities.  SBSThe Company has paid a deposit of two months’months' rent and a deposit for utilities with a cumulative total of $2,087$1,823 USD (RM$7,800).   The annual lease commitment, exclusive of utilities is noted below:
Fiscal 2016 - US$6,660 (RM$28,600)
Fiscal 2017 - US$7,266 (RM$31,200)
Fiscal 2018 - US$605616 (RM$2,600)

(2)Office lease 2

On July 25, 2016 and September 15, 2016 respectively, the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200.  The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one-month free rent in order to renovate and occupy the space.

Under the terms of the lease(s) the Company will pay monthly rent of $7,364 USD (RM$31,086) for Level 1 and $7,522 USD (RM$31,752) for Level 5, and shall be responsible for all monthly utilities.  The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease.   Deferred rent is being amortized over the term of the lease(s). Security deposits of two months' rent for Level 1 and Level 5 totaling $44,658 USD (RM$188,513), and a deposit for utilities with a cumulative total of $7,443 USD (RM$31,419) were remitted by a related party.   The annual lease commitments, exclusive of utilities is noted as: Fiscal 2018 - US$178,633 (RM$754,056).
During the three months ended September 30, 2017 and 2016 the Company expended a total of $46,158 (RM$196,697) and $25,179 (RM$103,887) with respect to all of its leasing obligations. The Company has passed on recording deferred rent for the built-in inflation contained within the lease as it has been determined to be immaterial.

From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts.  The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.  A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations.



12
GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 7 – Advances from Related Parties / Related Parties Transactions

(a) Amounts advanced by related parties:

  
March 31,
 2016
  
December 31,
2015
 
       
Amounts advanced on behalf of the Company by its Directors $342,566  $219,792 
Amounts advanced on mineral trading – related party  636,699   - 
Amounts advanced on behalf of the Company by controlling shareholder, LYF & Son Realty Sdn. Bhd.
 $596,845  $546,585 
Advances to the Company by Sincere Pacific Mining(M) Sdn. Bhd. (1)
 $-   16,122 
Total $1,576,110  $782,499 

(1)Sincere Pacific Mining is a company which shares a director in common with SBS.Advances from related parties:

 
September 30,
2017
 
June 30,
2017
 
     
Advances from its Directors$1,516,258 $1,574,922 
Advances from controlling shareholder, LYF & Sons Realty Sdn. Bhd. 675,667 $657,465 
Total$2,191,925 $2,232,387 

Further directors of the Company have leased shared office space for corporate operations the cost of which is $358 (MYR$$355 (RM$1,500 per quarter), the use of which is provided to the Company free of charge by our directors.  We have recorded thean amount of $352 and $364 as contributed capital.capital during the three months ended September 30, 2017 and 2016.

InDuring the periodfiscal year ended March 31,June 30, 2016, the Company was advanced approximately $637,000$614,226 by entities with common directors with the Company.  TheCompany or by directors, which funds received were used to advance to another related entity for the purpose of setting up a trading operation in the sale and transport of bauxite ore to entities in mainland China (see Note 2)3). 

The advances from the related entities were non-interest bearing, unsecured and not evidenced by a note.
In addition, during the fiscal year ended June 30, 2017 and 2016, the Company was advanced a total of $893,748 and $396,010, respectively, by directors or entities with common directors to meet operational shortfalls.  During the year ended June 30, 2017, related parties were repaid $678,991. During the three months ended March 31, 2016, theSeptember 30, 2017, related parties were repaid a total of $132,146.

The Company has imputed interest at the rate of 6.68%6.51% on the above advances made to the Company in the amount of $27,404 during the three months ended September 30, 2017, and has imputed interest at the rate of 6.48% on the above advances made to the Company in the amount of $22,633 during the three months ended September 30, 2016.

(2)Related Party Salaries and Wages paid directly by related party:

  
Three Months Ended
September 30,
(in USD)
  
Three Months Ended
September 30,
(in RM)
 
  2017  2016  2017  2016 
Chief Executive Officer $21,123  $7,306  $90,000  $30,000 
Chief Financial Officer  14,083   9,908   60,000   40,000 
Chief Operating Officer  14,083   11,121   60,000   45,000 
Chief Marketing Officer  -   4,870   -   20,000 
Chief Sales Officer  14,083   -   60,000   - 
  $63,372  $33,205  $270,000  $135,000 

The aforementioned fees were paid directly by the sole director of the Company and have been included in advances payable to related parties.


13
GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 7 – Advances from Related Parties / Related Parties Transactions (cont'd)

(3)Advances from third party:

During the fiscal year ended June 30, 2017, the Company was advanced a total of $127,156 by a third party to meet operational shortfalls. The advances from the third party are due on demand, non-interest bearing, unsecured and not evidenced by a note. The entire amount of the advances remains payable at September 30, 2017.

During the three months ended September 30, 2017, the Company was advanced a further $126,645 by a third party to meet operational shortfalls. The advances from the third party are due on demand, non-interest bearing, unsecured and not evidenced by a note. The entire amount of the advances remains payable at September 30, 2017.

The Company has treated the aforementioned advances in the same manner as if they were made by related parties and has imputed interest at the rate of 6.51% on the advances made to the Company in the amount of $21,404.
$11,721 during the three months ended September 30, 2017 and $nil during the same period ended September 30, 2016.

Note 89 – EquityCommon Stock

Common Stock

The Company’sCompany's authorized common stock consists of 4,000,000,000 common shares with par value of $0.001 and 10,000,000 shares of preferred stock with par value of $0.001 per share.

The Company had 500,000,000 common shares issued and outstanding as of December 31, 2014, as a result of the recapitalization and reverse merger transaction described above in Note 3. In addition, as of the transaction date, there were 802,346 common shares issued and outstanding which are reflected as part of the recapitalization.

On June 15, 2015, the Company entered into Subscription Agreements with its President and CEO, Mr. Lok Khing Ming, and Mr. Liew Kin Sing, a resident of Malaysia, whereby the Company sold to Mr. Lok 120 million shares of its common stock and sold to Mr. Liew 100 million shares of common stock. Both sales were priced at the par value of $0.001.$0.001 for a total of $220,000.  Mr. Lok and Mr. Liew paid cash for these shares in July of 2016. As at March 31,June 30, 2016 and December 31, 2015, the amounts payable under the aforementioned subscription agreements has been recorded on the balance sheet as “subscription receivable”"subscription receivable- related party".

As of March 31, 2016,September 30, 2017, and December 31, 2015June 30, 2017 the Company has 720,802,346 shares of common stock issued and outstanding.

F-9


GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 8 – Equity (cont’d)Preferred Stock

Preferred Stock
The Company has authorized 10,000,000 shares of preferred stock.  As of March 31, 2016,September 30, 2017, and June 30, 2017, the Company has no designated or outstanding shares of preferred stock.

Instruments Convertible into Common or Preferred Shares

As of March 31,June 30, 2017, and 2016, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company.


14
GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016


Note 10 – Segment Reporting
The Company currently only operates in one Segment.  However, the Company operates corporate entities and has assets and operations in the United States and Malaysia.  The following tables show the breakdown of operations and assets by Country:

Three months ended September 30, 2017:

   Malaysia  
United
States
  Total 
          
Revenue $49,281  $-  $49,281 
Depreciation & amortization $12,006  $-  $12,006 
Loss from operations $(68,800) $(117,655) $(186,455)
Interest expenses $(27,404) $(11,721) $(39,125)
Assets $127,700  $18,847  $146,547 
Expenditure on long-lived assets $1,797  $-  $1,797 

Three months ended September 30, 2016:

   Malaysia  
United
States
  Total 
          
Revenue $-  $-  $- 
Depreciation & amortization $9,376  $-  $9,376 
Loss from operations $(103,866) $(100,985) $(204,851)
Interest expenses $(22,633) $(3,893) $(26,526)
Assets $285,768  $128,948  $414,716 
Expenditure on long-lived assets $23,185  $-  $23,185 

Note 912 – Subsequent events

DuringSubsequent to September 30, 2017, SBS has received advances of approximately $63,372 (RM$180,000) from a director of the quarter endedCompany in order to fund shortfalls in operational activities.  The Company has also received advances of a total of $5,873 from a related third party which funds have been used as general working capital.

Letter of Intent

In March 31, 2017, the Company earned revenuebecame aware of an opportunity to acquire a thirty (30) year leasehold over 6.0701 hectares of real property located in the Province of Kampar, Malaysia, that the Company believes has a significant deposit of granite (the "Property"). This opportunity was presented to the Company by Pembinaan Kaya Hebat Sdn Bhd, a Malaysian corporation ("PKH"). PKH is controlled by the Company's majority shareholder, LYF & Son Realty Sdn. Bhd.

On May 3, 2017, the Company entered into a Letter of Intent with PKH and PKH's shareholders to acquire all of the issued and outstanding shares of PKH from its bauxite trading activities (see Note 2  above), and concluded shipmentsshareholders in exchange for a totalshares of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted atthe Company, which will be an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.
Subsequentamount equal to the period, allfair market value of PKH, as determined by an independent, professional appraiser.

The acquisition of PKH is contingent upon: (a) PKH completing the Company’s operating expenses estimatedtransfer of title to be approximately $650,000  have been paidthe Property; (b) issuance of a mineral resource report that provides an estimate of the granite resources in place and exploration potential of resources located on the Property prepared by relateda licensed geologist that complies with the applicable rules and regulations promulgated by the SEC; and (c) the parties in the form of non interest bearing advances, saveentering a total of US$31,887 which is the amount collected from concluded bauxite shipments to date.definitive Share Purchase Agreement.

F-1015

GMCI Corp.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
For three months ended September 30, 2017 and 2016

Note 12 – Subsequent events (cont'd)

The transfer of title to the Property to PKH has been approved by the Ministry of Malaysian on July 26, 2017. Therefore, the Company has commenced negotiations for the terms of the definitive Share Purchase Agreement and expects to execute such agreement upon completion of the Company's ongoing due diligence review and satisfaction of the issuance of a technical report by a licensed geologist. As at the date of this report the geological report is being complied by a third party.

On December 11, 2017, GMCI entered into a Letter of Intent with NAMI Corp., a Nevada corporation ("NAMI") for the acquisition by NAMI of up to one hundred percent (100%) of the issued and outstanding capital stock of GMCI in exchange for shares of capital stock of NAMI (the "Acquisition). The completion of the Acquisition is subject to various conditions precedent, including but not limited to negotiating and execution a form of Share Exchange Agreement that is acceptable to both parties, approval of the financial statements of both parties, valuation of GMCI's stock and NAMI's stock and receiving approval of at least seventy percent (70%) of the issued and outstanding shares of GMCI. Moreover, NAMI will need to prepare a registration statement and file it with the United States Securities and Exchange Commission under which the shares of NAMI to be exchanged for shares of GMCI will be registered.
 
In the event that NAMI is able to complete the Acquisition, it intends to operate GMCI as its wholly-owned subsidiary or a majority-owned subsidiary.





16


ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

This report contains forward-looking statements.  These statements relate to future events or our future financial performance.  These statements often can be identified by the use of terms such as "may,"may," "will,"will," "expect,"expect," "believe,"believe," "anticipate,"anticipate," "estimate,"estimate," "approximate""approximate," or "continue,"continue," or the negative thereof.  We intend that such forward-looking statements be subject to the safe harbors for such statements.  We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Any forward-looking statements represent management'smanagement's best judgment as to what may occur in the future.  However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statementstatements or to reflect the occurrenceoccurrences of anticipated or unanticipated events.

Description of Business

The Company

GMCI Corp. (“("GMCI,”" or the “Company”"Company") was incorporated in the State of Nevada on June 28, 2006, under the name “Pacific"Pacific Metals Corp.”." On March 17, 2015, the Company changed its name to “GMCI"GMCI Corp.”" by conducting a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. As a result of such merger, the Company was the surviving entity.

On December 12, 2014, a change in control of the Company occurred by virtue of the company'sCompany's largest shareholder, Pacific Gold Corp., selling 15,110,823 shares of the Company's common stock to Legacy Fiduciary Services Limited. Such shares represented 75.2% of the Company's total issued and outstanding shares of common stock at the time of the transaction. As part of the sale of the shares,transaction, Legacy Fiduciary Services Limited arranged to appoint Mr. Lok Khing Ming as the sole officer and director of the Company at the time.

On January 2, 2015, the Company filed a Certificate of Amendment with the State of Nevada to (a) increase the number of authorized shares of Common Stock from 200 million shares to 4 billion shares; and (b) decrease all of the Company's then issued and outstanding shares of Common Stock at a ratio of one (1) share for every 25 existing shares, with all fractional shares to be purchased by the Company at the price of $0.02 per share (the "Reverse Split"). These actions were taken by the Company's Board of Directors after receiving the written consent of shareholders holding 82.7% of the Company's voting shares.

On June 28, 2016, the Board of Directors of the Company adopted a resolution to change the Company's fiscal year end from December 31 to June 30, effective immediately.

SBS Transaction and Operations

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "SBS Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sdn. Bhd., ("SBS"), a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share ExchangeSBS Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share ExchangeSBS Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sdn. Bhd. received 375 million shares.shares, respectively. As a result of the Share ExchangeSBS Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on the business of SBS as its primary business. The closing of the SBS Agreement occurred on April 23, 2015.

Until 2016, SBS is a producer of metal ore and iswas focused on exploration activities in order to develop properties for producing metal ores, such as iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and to carry out the mining of minerals upon successful exploration and the financing of mineral export activities.  The Company is not in actual development or production of any mineral deposits.

CURRENT INVESTMENTS

At the time of the acquisition of SBS by GMCI, SBS held licenses to the following two (2) properties located in Malaysia and on which it iswas prospecting for iron ore mining:

NOMining Land
Mining Area
(Hectares)
1Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia50
2Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia50

mining. The total mining area measures approximatelyincluded as part of those two (2) licenses consisted of 100 hectares(hectares (247 Acres)acres)).

In January 2016, the licenses for these concessions expired.  As a result of the present lack of economic viability in the marketing of iron ore, Management determined not to renew these licenses on expiry.

At the time that the SBS Agreement was concluded (approximately the second quarter of 2015), the market price for iron ore was between $45 and $65. SBS believed that there would be a downward trend for iron ore prices and eventually the market price fell below $45 in December 2015. Therefore, SBS Mining commenced a plan to move into financing bauxite mining and trading in the surrounding area. DuringIn January 2016, SBS' two (2) licenses expired and as a result of the period SBS advanced $636,699 (MYR$2,504,769)lack of economic viability in the marketing of iron ore, management determined not to Sincere Pacific Mining(M) Sdn. Bhd. (“Sincere”), a related party corporation by virtue of directors in common, for the purpose of commencing bauxite trading and financing activities.renew these licenses on expiry.

At the time SBS commenced a plan to move into financing bauxite mining and trading, SBS believedbelieves that shipments and demand for bauxite wouldwill increase, as illustrated by the fact that People's Republic of China ("China") imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to the world's biggest consumer of industrial metals. As at the date of this report, the ban imposed on Indonesia has been lifted, which could lessen China's increased purchase of bauxite from Malaysia. (see http://www.themalaymailonline.com/money/article/indonesias-bauxite-ban-malaysias-boom#Y9AbyelSfUL4o1Uj.97)

Bauxite mines are springing up in Malaysia and shipping an ever-increasing amount of the raw material used for the production of aluminum to China, helping fill a gap since Indonesia banned ore exports in January 2015 in a bid to encourage value-added processing at home.

17
According to an article published on March 2, 2017, on Fairplay.IHS.com, China is the world's largest aluminum producer, representing 54% of the global primary aluminum production. China will need around 130 million tonnes of bauxite nexteach year to feed its fast-growing aluminum industry and must importin 2016, China imported 51.8 million tonnes of bauxite (see https://fairplay.ihs.com/commerce/article/4282936/bauxite-shipments-set-for-shake-up).

In 2014, Malaysia exported 3.2 million tonnes of bauxite globally, compared to 154,044 tonnes in 2013. In 2015, Malaysia exported 24.3 million tonnes, resulting $1.1 billion revenue to exporters. China accounts for 99% of Malaysia's export of bauxite. In 2016, the government of Malaysia halted all mining activities and ordered to clear about 36.8 million of that, according to consultancy CRU. "Definitely bauxite imports from Malaysia will increase significantly next year," said Wan Ling, an analyst with CRU in Beijing, forecasting the country's shipmentshuge stockpile of bauxite, requiring all exports to China could reach 10 million tonnes. Duringbe done pursuant to approved permits issued by the first nine (9) monthsMalaysia government. This ban on the mining of 2014,bauxite remains in place as of the date of this filing. As a result, Malaysia supplied just 1.27exported 7.4 million tonnes to China and that was 12 times more than the 105,000 tonnes shippedof bauxite in the same period of 2013. 2016. (see http://www.alcircle.com/bauxite/newscircle/market/detail/26443/malaysia-exported-24-million-tons-of-bauxite-to-china-in-2015-up-650-yoy).

3
Plan of Operations
Results of Operations
During the three months ended March 31, 2016 the Company’sGMCI, through its wholly-owned subsidiary, SBS, advanced $636,699 (MYR$2,504,769)provides financing for the acquisition, stockpiling storage, exporting and shipment of bauxite ore from Malaysia. Currently, SBS has provided funding to Sincere Pacific Mining(M)Mining Sdn. Bhd. (“Sincere”("Sincere Pacific") (see Note 7),to purchase and sell/export bauxite through verbal agreement. Sincere Pacific is considered as a related party corporation by virtueas Mr. Liew Chin Loong, is also a fifty percent (50%) owner and a director of directors in common, for the purpose of commencing bauxite trading and financing activities.Sincere Pacific.

During the three month period ended March 31, 2016 SBS and Sincere Pacific have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere Pacific directly.   As at March 31, 2016 the Company has advanced proceeds for the purpose of securing mineral resources for shipment.  Sincere Pacific has agreed to manage all labor, processing, transport and export of the ore.  Funds advanced by SBS will be usedore until such time as the parties have concluded a total of seven (7) shipments, of which to date five (5) have been completed.

Sincere Pacific holds an export license from the government of Malaysia which allows it to export up to 1.8 million tonnes of bauxite. It is the Company's understanding that Sincere Pacific can renew this license upon having exported the total amount of 1.8 million tonne, and that the license remains in effect until that time. Sincere Pacific acquires or purchases bauxite from multiple sources in Malaysia for selling the continuing purchaseore to customers in China.

Upon purchasing bauxite in Malaysia, Sincere Pacific processes the ore in its facilities, then stockpiles the ore pending shipment. Each shipment of minerals for transport over the coursebauxite consists of several planned shipments.up to 55,000 tonnes. SBS does not intend to take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on gross washed bauxite tonnage of up to 20,000 tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms .  SBS does not expect the initial advances made to Sincere to be returned until several shipments of ore have been completed.
Further itterms.  It is anticipated that the sales price obtained by Sincere Pacific for unwashed bauxite will total gross US$24.50 to US$26.00 per dry, delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present, primarily aluminum oxide and silicon dioxide. Sincere will issuePacific issues payment to SBS upon successful conclusion of shipments, at an agreed $1 USD per delivered dry tonne, net any applicable fees such as storage.  It is anticipated that the Company will continue to conduct its bauxite trading activities under these verbal terms of agreement until such time as deposits advanced to commence trading operations are recovered.  Subsequently theThe parties intend to formalize a written agreement for future mineral trading activities.  The Company and Sincere have securedactivities following successful conclusion of approximately seven (7) shipments whereby SBS will receive commissions on up to 1.8 million140,000 gross tonnestonnes.

However, the price at which Sincere Pacific sells a shipment of material for processingbauxite is subject to negotiation and current market prices. Therefore, this average net income of US$1.00 per tonne payable to SBS is subject to adjustment and possible volatility.

To date, Sincere Pacific has completed five (5) shipments of bauxite and SBS has provided Sincere Pacific with $614,226 (MYR$2,504,769) of financing used towards a portion of these shipments. Of the total financing advanced by SBS,$186,744 (MYR$800,000) has been repaid by Sincere Pacific as of March 31, 2016. 
During the quarter ended March 31,date of this filing. Through September 30, 2017, the Company earned revenueSBS has received a total of $82,018 (MYR$350,306) in commissions from Sincere Pacific from its bauxite trading activities (see Note 2operations.

Currently SBS only deals with Sincere Pacific for the bauxite trading business and it is the only source of income of SBS.

PKH Transaction

In March 2017, the Company became aware of an opportunity to acquire a thirty (30) year leasehold over 6.0701 hectares (15 acres) of real property located in the Province of Kampar, State of Perak, Malaysia, that the Company believes has a significant deposit of granite (the "Proposed Property"). This opportunity was presented to the Company by Pembinaan Kaya Hebat Sdn Bhd, a Malaysian corporation ("PKH"). PKH is controlled by GMCI's majority shareholder, LYF & Son Realty Sdn. Bhd.

On May 3, 2017, the Company entered into a Letter of Intent with PKH and PKH's shareholders to acquire all of the issued and outstanding shares of PKH from its shareholders in exchange for shares of GMCI, which will be an amount equal to the fair market value of PKH, as determined by an independent, professional appraiser.

The acquisition of PKH is contingent upon: (a) PKH completing the transfer of title to the Property; (b) issuance of a mineral resource report that provides an estimate of the granite resources in place and exploration potential of resources located on the Property prepared by a licensed geologist that complies with the applicable rules and regulations promulgated by the SEC; and (c) the parties entering a definitive Share Purchase Agreement.

The transfer of title to the Property to PKH has been approved by the Ministry of Malaysia on July 26, 2017. Therefore, the Company has commenced negotiations for the terms of the definitive Share Purchase Agreement and expects to execute such agreement upon completion of the Company's ongoing due diligence review and satisfaction of the issuance of a technical report by a licensed geologist. While the Company expects to close this transaction in the next six months, there can be no assurance at the time of the filing of Form 10-Q that it will do so.

18
PKH has a leasehold agreement for 6.0701 hectares (15 acres) of real property in the Province of Kampar, Malaysia. The Lease period is 30 years. The title has not yet been transferred to PKH. The information we have now is based on an old title to the above referenced land and we do not know if such information is accurate or reliable. The grant number of the old title is PT186661.

We do not currently have any costs associated with this Letter of Intent and have not estimated our future costs. We do not have information as to the source of water and power that would be utilized at the property. We also do not have a timetable or budget for exploration of each prospect. At this time, we have no plans for how to fund such exploration, or who will be conducting such exploration.

Currently, the Company is engaging an independent, licensed geologist for the preparation of a mineral resource report and feasibility study reports. Such reports will provide an estimate of the granite resources and exploration potential at this Kampar property.

Property Description and Location

The Proposed Property is a greenfield and yet to commence exploration. The Proposed Property is located at the Reserve Forest in the Kampar Province, District of Kinta, State of Perak, Malaysia, 1.8km to the southeast of Sungai Siput (South). The main access road in the Proposed Property is from the Kuala Dipang – Chenderiang road where it branched out to the south upon reaching Sungai Siput (South). The road to the site was formerly used by tin miners in the area where it is currently used mainly for agricultural activities. 

Letter of Intent – NAMI Corp.

On December 11, 2017, GMCI entered into a Letter of Intent with NAMI Corp., a Nevada corporation ("NAMI") for the acquisition by NAMI of up to one hundred percent (100%) of the issued and outstanding capital stock of GMCI in exchange for shares of capital stock of NAMI (the "Acquisition). The completion of the Acquisition is subject to various conditions precedent, including but not limited to negotiating and execution a form of Share Exchange Agreement that is acceptable to both parties, approval of the financial statments included above),statements of both parties, valuation of GMCI's stock and concluded shipmentsNAMI's stock and receiving approval of at least seventy percent (70%) of the issued and outstanding shares of GMCI. Moreover, NAMI will need to prepare a registration statement and file it with the United States Securities and Exchange Commission under which the shares of NAMI to be exchanged for a totalshares of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted at an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.GMCI will be registered.
 
RevenuesIn the event that NAMI is able to complete the Acquisition, it intends to operate GMCI as its wholly-owned subsidiary or a majority-owned subsidiary.
 
Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

●A requirement to have only two years of audited financial statements and only two years of related MD&A;
●Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
●Reduced disclosure about the emerging growth company's executive compensation arrangements; and;
●No non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

19
Results of Operations

Revenues

During the quarterthree-month period ended March 31, 2016,September 30, 2017, we did not realize any revenues as we did not commence mining activities on our properties due to the depressed valuerealized gross revenue of iron ore, and we let our licenses on the iron ore properties expire without renewal.  Further we had not commenced$49,821 from our bauxite lead financing activities, until after the period covered by this quarterly report, although we did advance payments for these activitiesand $Nil in the current period.three-month period ended September 30, 2016. We expectcommenced revenue generating operations in the first quarter in which we will commence earning revenue will be the quarterthree-month period ended March 31, 2017.

Operating Expenses

Our condensed consolidated expenses for the three months period ended September 30, 2017 and 2016:

 For the Three Months Ended September 
 2017 2016 
Operating Expenses    
Professional fees$65,546 $53,040 
General and administrative expenses 170,190  151,811 
Total Operating Expenses$235,736 $204,851 

 For the Three Months Ended September 
 2017 2016 
General and administrative:    
Depreciation$12,006 $9,376 
Executive wages 63,372  33,205 
Salaries 38,836  52,927 
Rent 46,510  25,542 
Utilities, telephone and maintenance 11,506  8,690 
Other general and administrative (2,040)  22,071 
Total Operating Expenses$170,190 $151,811 

Over the comparative three months ended September 30, 2017 and 2016 the Company incurred a slight increase to total operating expenses from $204,851 (2016) to $235,736, primarily due to an increase in professional fees as well as an increase in rent and executive wages, offset by decreases in  salaries and other general and administrative expenses. During the quarter period ended September 30, 2017 professional fees increased from $53,040 (2016) to $65,546 as a result of legal fees incurring during the current quarter relative to the Company's filing of certain regulatory documents with the Securities and Exchange Commission.  General and administrative expenses also increased in the comparative periods from $151,811 (2016) to $170,190. During the fiscal quarter ended September 30, 2017 we experienced a substantive increase in executive wages from $33,205 in 2016 to $63,372 in 2017 as a result of the formal appointment of a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Marketing Officer and Chief Sales Officer. We also experienced a decrease in salaries from $52,927 in 2016 to $38,836 in the current quarter ended September 30, 2017 as the Company was able to reduce its supporting staff upon the new executive hires.  Rent increased substantially from $25,542 in 2016 to $46,510 as the Company entered two new lease agreements in Malaysia commencing July 2016 and September 2016 for substantially expanded executive and operational office space. Utilities and maintenance charges year over year also increased accordingly.  Other general and administrative expenses experienced  a decrease from $22,071 in 2016 to $(2,040) in the three months ended September 30, 2017 as the Company incurred less travel expense.

Executive wages of $63,372 and $33,205 for the three-month periods ended March 31,September 30, 2017 and 2016 include the following compensation breakdown:
  2017 2016 
Chief Executive Officer $21,123 $7,306 
Chief Financial Officer.  14,083  9,908 
Chief Operating Officer  14,083  11,121 
Chief Marketing Officer  -  4,870 
Chief Sales Officer  14,083  - 
Total $63,372 $33,205 

The aforementioned fees were paid directly by the sole director of the Company and 2015 were as follows:have been included in advances payable to related parties.  The Chief Marketing Officer and Chief Sales Officer are not involving in the decision making of the Company and are not considered "named executive officers" of the Company.

  Three Months ended March 31, 2016  Three Months ended March 31, 2015 
Operating Expenses      
Professional fees   $47,260    $1,383 
General and administrative  48,640   66,777 
Total Operating Expenses   $95,900    $68,160 
20

Our general and administrative expenses include rent, telephone, internet services, banking charges, salaries and miscellaneous office costs.

 The increase in professional fees period over period is predominantly related to legal and accounting fees associated with being a public reporting issuer.  General and administrative expenses declined period over period as the Company reduced payroll for its operating subsidiary as its activities prospecting for iron ore were curtailed.

We expect the general and administrative expenses, salaries and professional feeswages to increase in future periods as we expectcontinue to grow our recently acquired bauxite financing business, commence operations of granite mining operation and also as a result of the addition of management staff during the fourth quarter of 2016and professional consultants to help manage growth in the mineral financing business, as well as seek other business opportunities.our business. The Company is also developing plans and aggressively moving towards further acquisition of profitable companies and businesses in order to expand our operations. Further as

Net losses in the quarter period ended September 30, 2017 and 2016 totaled $225,580 and $231,377, respectively.

Going Concern

The Company believes that its existing capital resources are not adequate to satisfy its cash requirements for the next twelve months or enable it to execute its business plan. Through the date of this report we have been able to rely on related parties and third party entities to continue to fund shortfalls in our operations. The Company estimates that it will require additional cash resources during fiscal 2018 based on its current operating plan and condition.  The Company estimates that it will need approximately $500,000 in order to sustain its existing operations for the next 12 months, however, should the Company takes stepssuccessfully close a proposed transaction with NAMI as discussed above, these expenditures are expected to becomebe dramatically reduced to approximal $220,000 for the coming 12 months.  The Company also expects cash flows from operating activities to improve, primarily as a result of an increase in revenues from our current inoperating activities.  We have commenced earning revenues as of March 2017, however these revenues are not yet sufficient to meet our public reporting obligations,operational overhead and there can be no assurance that we will incur substantive legal, accountingever achieve profitable operations. We continue to rely on funding from our officers, directors and filing fees.controlling shareholders to meet our operational shortfalls.  While we expect to continue to have these resources available to us, there is no guarantee we will be able to continue to meet our obligations in the normal course. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

Liquidity and Capital Resources

At
March 31, 2016
 
At
December 31, 2015
 
At September 30,
2017
 
At June 30,
2017
 
        
Current Assets  $23,793    $44,999 $100,204 $258,116 
Current Liabilities 1,650,572   869,011  
2,568,024
  
2,523,922
 
Working Capital Deficit  $(1,626,779)   $(824,012)$(2,467,820)$(2,265,806)

As of March 31, 2016,September 30, 2017, the Company had total current assets of $23,793$100,204 and a working capital deficit of $1,626,779,$2,467,820 compared to total current assets of $44,999$258,116 and a working capital deficit of $824,012$2,265,806 as of December 31, 2015.June 30, 2017. The increase in our working capital deficit was due to an increase in advances payable to a related party which allowed us to fund ongoing operations, and to advance funds to a related party to support future mineral trading opportunities, offset by a decreaseoperations. Further the Company's current assets were reduced substantially in accounts payable and accrued liabilities.  Current assets decreased predominantlythe current quarter period as a reduction to prepaid items including security deposits and deposits on property and equipment.  A substantive portionresult of our total assets relate to a deposit paid to a related party entity by our subsidiary, SBS, which is expected to be recovered in fiscal 2017 upon the conclusioncollection of certain mineral tradingpreviously paid deposits, which funds were used to carry out ongoing operational activities.

ForDuring the three monthsquarter period ended March 31, 2016,September 30, 2017, cash used inby operating activities totaled $96,878$166,445, primarily as a result of a net loss from operations of $117,304$225,580, offset by a decrease in accounts payable of $13,542, imputed interest of $21,404$39,125 and depreciation expenseexpenses paid directly by a related party of $11,463.$63,372.  During the quarter period ended September 30, 2016, the Company used cash in operating activities of $204,313.

Net cash provided by investing activities was $186,135 (September 30, 2016 – net cash used in investing activities of $23,185) and net cash used in financing activities was $618,718 as compared to only $2,386 in$5,501 during the prior comparativequarter period as a result of an advance to a related party entity to commence mineral trading operations by the Company’s subsidiary.  Netended September 30, 2017 (September 30, 2016 – net cash provided by financing activities was $713,006 during the three months ended March 31, 2016 as compared to $66,787 in the prior comparative period, predominantly as a result of advances from related parties to meet shortfalls$373,596).

As has been noted in our operational overhead andfinancial statements included in order to allow investment in our newly commenced mineral trading endeavors.
4

For the three months ended March 31, 2016, cash used in operating activities totaled $96,878 primarily as a result of a net loss from operations of $117,304 offset by a decrease in accounts payable of $13,542, imputed interest of $21,404 and depreciation expense of $11,463.
Net cash used in investing activities was $618,718 as compared to only $2,386 in the prior comparative period as a result of an advance to a related party entity to commence mineral trading operations by the Company’s subsidiary.  Net cash provided by financing activities was $713,006 during the three months ended March 31, 2016 as compared to $66,787 in the prior comparative period, predominantly as a result of advances from related parties to meet shortfalls in our operational overhead and in order to allow investment in our newly commenced mineral trading endeavors.
We are currently dependent upon receiving loans and advances from our shareholders, officers and directors to make operational shortfalls.  While we expect these  amounts to be sufficient to meet our ongoing operating expenses and obligations until such time asthis Form 10-Q the Company can commence generating revenue or can conclude a larger equity based financing, there can be no assurance that continued funding will be available on satisfactory terms.

The Company expects it will need to raise up to $700,000is unable to fund its proposedongoing operations for the next twelve months, including the proposedfrom its new revenue sources, bauxite trading operations in the mineraland potentially from sales of granite, of which bauxite trading business.  It intends to fund operations by a combination of related party advances, loans and equity placements as they become available. The Company will also continue to work with related party entity partnerships to meet its obligations under agreements executed subsequent to March 31, 2016.  The Company commenced revenue generating operationsonly recently in the period ended March 31, 2017, and has received additional funding of approximatley $650,000 to date from related parties to meet ongoing operational expenses.  During the quarter ended March 31, 2017 and we are only in the negotiation phase to potentially acquire acreage and enter the exploration stage for mining for granite.  To date the Company earned revenuehas relied upon entities related to it through its board of director and its subsidiary board of director members to advance it the funds required to continue operating.  While the Company believes that its related entities will continue to fund its operations until such time as it can generate sufficient profits from its bauxite trading activities (see Note 2 tonew revenue sources described above, it can give no assurances that this will be the financial statments included above), and concluded shipments  for a total of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted at an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.case.

Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission (‘SEC”("SEC").

21
Critical Accounting Policies

The preparation of our condensed consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. Refer to Note 1 of the consolidated financial statements included herein.

There
Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.
Revenue Recognition

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been no material changesrendered to these policies during fiscal 2016.the customer, (iii) the fee is fixed or determinable, and (iv) collectibility is reasonably assured.

The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers.

To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3 to the audited financial statements contained herein).  In addition, all of the revenue recognized with those related parties has been based on verbal conditions.  To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore.  The Company has determined that in recording its revenue through September 30, 2017, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party.  Because of this, through September 30, 2017, the Company has recorded its trading commissions earned with Sincere Pacific on the cash basis.  In the future, should the Company enter into formal agreements, the recognition method may change.
 
ItemITEM 3. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ThePursuant to Item 305(e) of Regulation of S-K (§229.305(e)), the Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information underrequired by this item.Item as it is a "smaller reporting company," as defined by Rule 229.10(f)(1).

ItemITEM 4. Controls and Procedures.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’sCommission'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 in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’sissuer'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.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016.September 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not 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

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there washas been no change in our internal control over financial reporting during(as defined in Rule 13a-15(f) under the three-month period ended March 31, 2016,Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

522
PART II—II – OTHER INFORMATION

ItemITEM 1. Legal Proceedings.LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties.us. As of the date of this Quarterly Report, no director, officer 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 propertiesus.

ItemITEM 1A. Risk Factors.RISK FACTORS

The Company isAs a smaller"smaller reporting Companycompany" as defined by Rule 12b-2Item 10 of Regulation S-K, the Securities Act of 1934 and we areCompany is not required to provide the information under this item.information.

ItemITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.There were no unregistered sales of our equity securities during the period covered by this quarterly report.
.
ItemITEM 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES

None.

ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not applicable.

ItemITEM 5. Other Information.OTHER INFORMATION

Not applicable.None.

6
ItemITEM 6. Exhibits.EXHIBITS

CertainExhibits:

31.1  Rule 13(a)-14(a)/15(d)-14(a) Certification of the following exhibits are incorporatedChief Executive Officer
31.2  Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1  Section 1350 Certification by reference from prior filings.  The form with which each exhibit was filed and the date of filing are as indicated below.Chief Executive Officer
Item No. Description
3.1Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.01 to the Registrant’s Form 10-12g, filed on March 27, 2012.
3.2Articles of Merger dated March 16, 2015, changing the Registrant’s name to GMCI Corp
3.3Certificate of Amendment dated January 2, 2015, increasing the Registrant’s authorized share capital to 4 billion shares and decreasing its issued and outstanding shares at a ratio of 25:1.
3.3Bylaws of Registrant incorporated by reference to Exhibit 3.02 to the Registrant’s Form 10-12g, filed March 27, 2012.
10.1Promissory note from Pacific Gold Corp incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-12g, filed on March 27, 2012.
10.2Share Exchange Agreement, dated March 26, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed on April 29, 2015, file number 000-54629.
31.1Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
32.2Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
101.CALXBRL Taxonomy Extension Calculation Linkbase (1)
101.DEFXBRL Taxonomy Extension Definition Linkbase (1)
101.INSXBRL Instance Document (1)
101.LABXBRL Taxonomy Extension Label Linkbase (1)
101.PREXBRL Taxonomy Extension Presentation Linkbase (1)
101.SCHXBRL Taxonomy Extension Schema (1)
(1)Filed herewith electronically
32.1  Section 1350 Certification by Chief Financial Officer

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SIGNATURES

Pursuant toIn accordance with the requirements 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.

 GMCI CORP.
  
(the "Registrant")DATED: January 9, 2018By:Calvin Chin
 Calvin Chin, Chief Executive Officer (Principal Executive Officer)
  
  /s/ Calvin Chin
Name: Calvin Chin
Title: Chief Executive Officer
  
 By:M.W. Chan
 Date: June 22, 2017M.W. Chan, Chief Financial Officer (Principal Financial Officer)
  
/s/ M.W. Chan
Name: M.W. Chan
Title: Chief Financial Officer
Date: June 22, 2017


 
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