UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 2017
Commission File Number 333-152011
ULTIMATE PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada |
| 77-0713267 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
118 Del Oro Lagoon
Novato, California 94949
(415) 328-7207
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
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. (Check one):
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
|
| Emerging Growth Company | [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 [X] No [ ]
5,245,535 shares of Common Stock, par value $0.001, were outstanding on February 14, 2018.
1
ULTIMATE PRODUCTS CORPORATION
INDEX
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| Page |
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| Number |
Part I. | FINANCIAL INFORMATION | 3 |
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Item 1. | Financial Statements – Unaudited | 3 |
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| Balance Sheets | 3 |
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| Statements of Operations | 4 |
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| Statements of Cash Flows | 5 |
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| Notes to the Financial Statements | 6 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 9 |
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Item 4. | Controls and Procedures | 9 |
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PART II. | OTHER INFORMATION | 10 |
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Item 1. | Legal Proceedings | 10 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
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Item 3. | Defaults Upon Senior Securities | 10 |
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Item 4. | Mine Safety Disclosures | 10 |
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Item 5. | Other Information | 10 |
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Item 6. | Exhibits and Reports on Form 8-K | 10 |
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SIGNATURES | 10 | |
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2
Balance Sheets | ||||||
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| December 31, 2017 |
| March 31, 2017 | ||
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| (Unaudited) |
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ASSETS |
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Total current assets | $ | - |
| $ | - | |
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| Trademarks |
| 723 |
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| 723 |
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Total assets | $ | 723 |
| $ | 723 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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| Accounts payable and accrued liabilities | $ | 11,200 |
| $ | 4,900 |
| Related party payable |
| 77,979 |
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| 74,914 |
Total current liabilities |
| 89,179 |
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| 79,814 | |
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Commitments and contingencies |
| - |
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| - | |
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Stockholders' deficit |
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| Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued or outstanding | - |
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| - | |
| Common stock, $.001 par value; 70,000,000 shares authorized; 5,245,535 issued and outstanding as of December 31, 2017 and March 31, 2017, respectively | 5,245 |
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| 5,245 | |
| Additional paid-in capital |
| 17,323 |
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| 17,323 |
| Accumulated deficit | (111,024) |
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| (101,659) | |
Total stockholders' deficit |
| (88,456) |
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| (79,091) | |
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Total liabilities and stockholders' deficit | $ | 723 |
| $ | 723 | |
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See accompanying notes to unaudited financial statements. | ||||||
3
Statements of Operations (Unaudited) | |||||||||||||
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| Three months ended December 31, |
| Nine months ended December 31, | |||||||||
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| 2017 |
| 2016 |
| 2017 |
| 2016 | |||||
Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - | ||
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Expenses |
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| General and administrative |
| - |
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| - |
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| 235 |
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| - | |
| Professional fees |
| 2,815 |
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| 1,530 |
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| 9,130 |
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| 6,210 | |
Total expenses |
| 2,815 |
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| 1,530 |
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| 9,365 |
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| 6,210 | ||
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Net loss | $ | (2,815) |
| $ | (1,530) |
| $ | (9,365) |
| $ | (6,210) | ||
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Net loss per weighted share, basic and fully diluted | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) | ||
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Weighted average shares outstanding |
| 5,245,535 |
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| 5,245,535 |
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| 5,245,535 |
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| 5,245,535 | ||
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See accompanying notes to unaudited financial statements. | |||||||||||||
4
Statements of Cash Flows (Unaudited) | |||||||
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| Nine months ended December 31, | ||||
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| 2017 |
| 2016 | ||
Cash flows from operating activities |
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| Net loss | $ | (9,365) |
| $ | (6,210) | |
| Changes in operating liabilities: |
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| Accounts payable and accrued liabilities |
| 6,300 |
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| (940) |
Net cash used in operating activities |
| (3,065) |
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| (7,150) | ||
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Cash flows from investing activities |
| - |
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| - | ||
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Cash flows from financing activities |
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| Proceeds from related party payables |
| 3,065 |
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| 7,150 |
Net cash provided by financing activities |
| 3,065 |
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| 7,150 | ||
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| Net decrease in cash |
| - |
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| - |
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| Cash at beginning of period |
| - |
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| - |
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| Cash at end of period | $ | - |
| $ | - |
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Supplemental Cash Flow Information: |
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| Cash paid for interest | $ | - |
| $ | - | |
| Cash paid for income taxes | $ | - |
| $ | - | |
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See accompanying notes to unaudited financial statements. | |||||||
5
ULTIMATE PRODUCTS CORPORATION
Notes to the Unaudited Financial Statements
NOTE 1 – DESCRIPTION OF BUSINESS
Ultimate Products Corporation (“the Company”) was organized February 15, 2008 under the laws of the State of Nevada for the purpose developing, producing and distributing a magnesium oxide building board called “Ultimate Building Board’ for use in a number of applications including wall and ceiling applications.
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) as of December 31, 2017 and for all periods presented have been made.
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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2017 audited financial statements as reported in Form 10-K. The results of operations for the periods ended December 31, 2017 are not necessarily indicative of the operating results for the full year ended March 31, 2018.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Estimates
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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2017 or March 31, 2017.
Share Based Expenses
The Company complies with FASB ASC Topic 718Compensation—Stock Compensation,which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the Company and expenses share based costs in the period incurred.
Income taxes
The Company accounts for income taxes under the provisions of FASB ASC Topic 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
Recent Accounting Pronouncements
We evaluate recent accounting pronouncements as they are issued for applicability to the Company’s accounting practices. The application of recently issued accounting pronouncements do not apply to the Company’s current accounting policies.
6
ULTIMATE PRODUCTS CORPORATION
Notes to the Unaudited Financial Statements
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2017 the Company has a working capital deficit of $89,179 and accumulated deficit of $111,024 and has not yet established an ongoing source of revenues sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company received advances from related parties totaling $3,065and $7,150 during the nine months ended December 31, 2017 and 2016, respectively. The advances are non-interest bearing and due on demand. There was $77,979 and $74,914 due to related parties as of December 31, 2017 and March 31, 2017.
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.
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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.
General
Ultimate Products Corporation (hereinafter referred to as “UPC” or the “Company”) a Nevada corporation, has the business objective of developing, producing and distributing, a magnesium oxide board called “Ultimate Building Board ™” for use in a number of applications
The Company was incorporated on February 15, 2008, in the state of Nevada. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Ultimate Products has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries. The fiscal year end is March 31. The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.
Results of Operations
The Company did not generate revenues during the three or nine months ended December 31, 2017 or 2016. The timing of the Company launching revenue generating activities is uncertain.
Operating expenses during the three months ended December 31, 2017 and 2016 were $2,815 and $1,530, respectively and $9,365 and $6,210 during the nine months ended December 31, 2017 and 2016, respectively. Operating expenses during each period represent the costs associated with fulfilling our filing requirements with the Securities and Exchange Commission and as such we expect costs to remain generally flat quarter over quarter. However, there was a small increase in the current period due to the Company requiring a two year audit, for the years ended March 31, 2017 and 2016, in the current period where an audit for only one year was required in the prior year.
Plan of Operation
As of December 31 2017, we have$0 of cash available and no current assets. We have $89,179 of current liabilities creating a working capital deficit of $89,179. From the date of inception (February 15, 2008) to December 31, 2017, the Company has recorded net losses of$111,024which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the SEC. In order to continue as a going concern, the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.
The Company filed a registration statement on Form S-1 on June 30, 2008, which was deemed effective on July 7, 2008. Since this time the Company has sold158,000shares of common stock to the public with total proceeds raised of$15,800 These proceeds have been utilized by the Company to fund its initial development including administrative costs associated with maintaining its status as a Reporting Company as defined by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934 as amended. The Company plans to continue to focus efforts on to continue to fund its initial development and fund the expenses associated with maintaining a reporting company status.
The Company has filed a 15 (c) 211 with FINRA and management intends to focus efforts on obtaining a quotation for its common stock on the Over the Counter Bulletin Board (“OTCBB”). Management believes having its common stock quoted on the OTCBB will provide it increased opportunity to raise additional capital for its proposed business development. However, there can be no guarantee or assurance the Company will be successful in filing a Form 211 application and obtaining a quotation. To date there is no public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.
8
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.
Employees
There are no employees of the Company, excluding the current President and Director, Mr. Vogelei. The Company does not anticipate hiring any additional employees within the next twelve months.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the period ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits furnished as Exhibits hereto:
Exhibit No. |
| Description |
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| Certification of George Vogelei pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
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| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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.
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| Ultimate Products Corporation (Registrant) | |
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Date: Date: February 14, 2018 |
| By:/s/ George Vogelei |
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| George Vogelei Chief Financial Officer Director |
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Date: Date: February 14, 2018 |
| By:/s/George Vogelei |
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| George Vogelei |
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| President and Chief Executive Officer Director, Treasurer |
10