Kingsmen Capital 10Q/A 2016 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number 0-28475

Kingsmen Capital Group, Ltd.

(Exact name of registrant as specified in its charter)

Nevada		87-0635270
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

600 North Bridge Rd #12-02/03

Parkview Square

Singapore 18878

(Address of principal executive offices)

(919) 633-2488

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,903,519 shares of $0.001 par value common stock on November 18, 2016.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A to Kingsmen Capital Group, Ltd., periodic report for the fiscal period ended September 30, 2016, is for the purpose of correcting a previous filing which was inadvertently identified as a Form 10Q filing.

On November 14, 2016, the Company made a Form 12b-25 filing which was inadvertently identified as a Form 10Q filing instead of a Form NT-10Q filing. Because of the fact that a previous filing was inadvertently designated as the Company’s report on Form 10Q for the period ended September 30, 2016, this filing, which otherwise would be designated as Form 10Q is being designated as Amendment No. 1 on Form 10Q/A for the period ended September 30, 2016.

Accordingly, this Amendment No. 1 is intended to supercede and replace in its entirety the filing made on November 14, 2016 which was inadvertently designated as a filing on Form 10-Q.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Kingsmen Capital Group, Ltd.

(formerly known as Zendex Holdings, Inc.)

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2016

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

KINGSMEN CAPITAL GROUP, LTD.

(formerly known as Zendex Holdings, Inc.)

Consolidated Balance Sheets (Unaudited)

	September 30, 2016			December 31, 2015
Assets:
Current Assets:
Cash in bank	$	-		$	850
Total Assets	$	-		$	850

Liabilities and Stockholders' Deficit:
Accounts payable	$	1,188		$	6,965
Related party note payable		22,099			60,426
Related party interest payable		-			44,836
Total Current Liabilities		23,287			112,227
Stockholders' Deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1 shares issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 1,903,519 and 1,903,519 shares issued and outstanding, respectively		1,904			1,904
Paid in capital		49,876			(72,089	)
Accumulated deficit		(75,067	)		(41,192	)
Total Stockholders' Deficit		(23,287	)		(111,377	)
Total Liabilities and Stockholders' Deficit	$	-		$	850

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

KINGSMEN CAPITAL GROUP, LTD.

(formerly known as Zendex Holdings, Inc.)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30, 2016			Three Months Ended September 30, 2015			Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015

Revenue	$	-		$	-		$	-		$	83,250

Cost of Sales		-			-			-			63,900

Gross Profit		-			-			-			19,350

Expenses:
General and administrative		8,725			4,493			29,175			18,704
Total Expense		8,725			4,493			29,175			18,704
Income (loss) from Operations		(8,725	)		(4,493	)		(29,175	)		646
Other Expense
Interest expense		-			2,058			4,700			6,107
Total other expense		-			2,058			4,700			6,107
Income (loss) before provision for income taxes		(8,725	)		(6,551	)		(33,875	)		(5,461	)
Provision for income taxes		-			-			-			-
Net Income (Loss)	$	(8,725	)	$	(6,551	)	$	(33,875	)	$	(5,461	)
Net income (loss) per share of common stock	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average number of common shares outstanding		1,903,519			1,903,519			1,903,519			1,903,519

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

KINGSMEN CAPITAL GROUP, LTD.

(formerly known as Zendex Holdings, Inc.)

Consolidated Statements of Cash Flows

Unaudited

	For the Nine Months Ended
	September 30, 2016			September 30, 2015
Statement of Cash Flows
Operating Activities:
Net Income (Loss)	$	(33,875	)	$	(5,461	)

Adjustment to reconcile net loss to net cash position:
Decrease in prepaid expense		-			96
Increase in accounts payable		1,188			3,800
Increase (decrease) in accrued liabilities		-			52,900
Increase (decrease) in income tax payable		-			(100	)
Increase in related party accrued interest		4,700			6,107
Net cash provided by (used for) operating activities		(27,987	)		57,342
Cash flows from Investing Activities		-			-
Financing Activities:
Proceeds from related party payable		27,137			-
Net cash provided from financing activities		27,137			-
Net increase (decrease) in cash		(850	)		57,342
Cash and equivalents at start of period		850			927
Cash and equivalents at end of period	$	-		$	58,269
Supplemental Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing:
Net liabilities forgiven upon change of control And charged to paid-in-capital	$	121,965		$	-

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

Kingsmen Capital Group, Ltd.

(formerly known as Zendex Holdings, Inc.)

Notes to Unaudited Financial Statements

September 30, 2016

Note 1 – Basis of Presentation

The accompanying unaudited financial statements of Kingsmen Capital Group, Ltd. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K report for the year ended December 31, 2015.

These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Note 2 – Revenue Recognition

We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. The Company had no revenue during the nine months ended September 30, 2016 because we did not engage in any art brokering during that period. During the nine months ended September 30, 2015 we received revenue of $83,250 from the brokering of pieces of artwork and paid out $63,900 in commissions resulting in a gross profit of $19,350.

Note 3 – Change in Control

On May 25, 2016, the Company had a change of control. On that date, Wei Chi Lim purchased a total of 1,521,300 of the Company’s shares, representing approximately 80% of its issued and outstanding common stock, from certain shareholders. On the same date, the previous officers and directors of the Company resigned, and Mr. Lim was appointed as the Company’s sole officer and director. The change of control was reported in a Current Report on Form 8-K dated May 25, 2016, and filed with the Securities and Exchange Commission on May 31, 2016.

As part of the change in control, the related party payables owed by the Company to the President and a stockholder of the Company were paid in full. See note 7 for further discussion.

Note 4 – Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a limited operating history with a few significant transactions. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company intends to seek additional funding through equity offerings to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.

Note 5 – Income Taxes

We account for income taxes in accordance with FASC 740-20, “Accounting for Income Taxes”. Under FASC 740-20, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.

Though there were no significant temporary differences between book and taxable income, previously unrecorded deferred tax assets arising from net operating losses carryforwards against which valuation allowances were recorded, were offset against current potential income tax expense. Thus, no provision for income taxes was recorded.

Note 6 – Equity Transactions

The Company is authorized to issue a total of 110,000,000 shares consisting of 10,000,000 shares of preferred stock and 100,000,000 shares of common stock having a par value of $0.001 per share.

During the year ended December 31, 2015, the Company authorized a reverse split in its issued and outstanding shares of common stock, so that the shares currently issued and outstanding were reverse split on a 1 for 10 basis. Stockholders will receive one share of the post-split common stock for each 10 shares of common stock held. Fractional shares were rounded up. No shareholder who currently had 100 or more shares was reduced below 100 shares. The reverse split did not result in any modification of the rights of stockholders and had no effect on the stockholders’ equity of the Company. Total shares outstanding after the reverse split was 1,903,519.

Note 7 – Related Party Transactions

As part of the process of preparing the merger and costs involved, the Company incurred an unsecured payable to the new president. The amount owed is $22,099 as of September 30, 2016. The Company had an unsecured payable to the prior president and sole director with a balance of $18,141 and accrued interest of $4,105 and had an unsecured promissory note bearing interest of 18% per annum with a stockholder with a principal balance of $47,323 with accrued interest of $45,431. These along with accounts payable to related party of $6,965 were forgiven and recorded to additional paid in capital as part of the change in control as of June 30, 2016.

Note 8 – Subsequent Events

The Company has evaluated all subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no material transactions that have not been disclosed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward Looking Statements

Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

Kingsmen’s accounting policies are more fully described in Note 1 of the audited financial statements in our recently filed Form 10-K. As discussed in Note 1, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual differences could differ from these estimates under different assumptions or conditions. Kingsmen believes that the following addresses Kingsmen’s most critical accounting policies.

Our policy for our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.

BUSINESS OVERVIEW

Through its wholly-owned subsidiary, Zendex, Inc., the Company has been engaged in art brokering and has been in the process of establishing an online marketing site to assist buyers and sellers of art by offering consignment and brokering services to artists and other sellers of art works. Additional capital will be required to commence operations of the online marketing site

On July 11, 2016 the Company changed its name from Zendex Holdings, Inc., to Kingsmen Capital Group Ltd. The name change was reported in a Current Report on Form 8-K dated July 11, 2016, and filed with the Securities and Exchange Commission on July 19, 2016.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 2016, Kingsmen had current assets of $0 with liabilities of $23,287. We had negative working capital of $23,287 on September 30, 2016. On December 31, 2015, we had a negative working capital of $111,377. We will have to obtain additional capital to execute our business plan. Our revenue was generated from art brokerage. Without additional capital we will not be able to execute on our business model.

We anticipate the need for capital to help fund ongoing costs and do not believe debt financing will be available given the new direction we are taking with the business. We believe the online art business will prove to offer more opportunities and better profit margins than the current brokering business due to the ability of economies of scale not present in our current market. Our current reliance on word-of-mouth marketing will not be sufficient to support the successful implementation and growth of an online model.

RESULTS OF OPERATIONS

For the nine months ended September 30, 2016 Kingsmen had $0 in revenues and $29,175 in general and administrative expenses. Kingsmen had a net loss of $33,875 for the nine months ended September 30, 2016. During the nine months ended September 30, 2015, Zendex had $83,250 in revenues with cost of sales of $63,900 resulting in a gross profit of $19,350. Zendex’s general and administrative expenses for the nine months ended September 30, 2015, were $18,704. Zendex had a net loss for the nine months ended September 30, 2015 of $5,461. With sporadic revenue and relatively set general and administrative costs, we will need to generate additional sales if we are to be successful. For us to achieve profitability, we will need to increase our volume of sales and have consistent sales revenue. Currently, we are limited to our ability to broker individual art works and by the time we pay commissions, there is not sufficient revenue to cover our general and administrative expenses. We will need to either obtain better sources for art works being sold so we can increase our volume or look to alternative ways to bring buyers and sellers or art work together. We believe our future success is in our ability to generate an online site to broker paintings and other art work. We are still in the process of developing the site and the ultimate costs and revenue the site will generate are unknown at this time. Without prior experience in the online marketplace, our ability to generate such a site is questionable.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Forward-looking Statements

Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

NA-Smaller Reporting Company

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our CEO and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

The Company did not issue any shares in the quarter ended September 30, 2016.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the nine months ended September 30, 2016, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We are not aware of any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURE

NA- The Company has no mining activities.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

a) Index of Exhibits:

Exhibit Table #	Title of Document	Location

31	Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO	This filing

32	Section 1350 Certification – CEO & CFO	This filing

101.INS	XBRL Instance

101.XSD	XBRL Schema

101.CAL	XBRL Calculation

101.DEF	XBRL Definition

101.LAB	XBRL Label

101.PRE	XBRL Presentation

SIGNATURES

Pursuant to 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.

	Kingsman Capital Group, Ltd., (Registrant)

Dated: November 21, 2016	By:	/s/ Wei Chi Lim
		Wei Chi Lim
		Principal Executive Officer and
		Principal Financial Officer

Kingsmen Capital (ZNDX) Inactive 10-Q/A2016 Q3 Quarterly report (amended)