UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:July 31, 2016
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to _____________
Commission File Number:333-188785
ENVOY GROUP CORP.
(Exact name of registrant as specified in its charter)
Florida | 46-2500923 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8275 S. Eastern Avenue, Suite 200
Las Vegas, Nevada 89123
(Address of principal executive offices, Zip Code)
(702) 724-2643
(Registrant’s telephone number, including area code)
not applicable
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [_]
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 [_]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [_] | Accelerated filer | [_] |
| Non-accelerated filer | [_] | Smaller reporting company | [_] |
| (Do not check is smaller reporting company) | 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 [_] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: We had a total of 83,000,000 shares of common stock issued and outstanding at June 15, 2017.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2016 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-Q for the quarterly period ended July 31, 2016, filed with the Securities and Exchange Commission on June 16, 2017.
Additionally, we corrected two typographical errors in the STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS on page 5. Under the “2016” column heading, the two line items “NET INCOME (LOSS) ... ” the values were incorrectly shown as “(1,063)” and “(0.00)”. The two values have been corrected to “1,063” and “0.00”, respectively.
TABLE OF CONTENTS
FORM 10-Q
PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements | 4 |
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| Balance Sheets as of July 31, 2016 and April 30, 2016 | 4 |
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| Statements of Operations and Comprehensive Loss for the three months ended July 31, 2016 and 2015 | 5 |
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| Statements of Cash Flows for the three months ended July 31, 2016 and 2015 | 6 |
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| Notes to Financial Statements | 7 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
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Item 4. | Controls and Procedures | 13 |
PART II – OTHER INFORMATION
Item 1. | Legal Proceedings | 14 |
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Item 2. | Unregistered Sales of Equity Securities | 14 |
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Item 3. | Defaults Upon Senior Securities | 14 |
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Item 4. | Mine Safety Disclosures | 14 |
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Item 5. | Other Information | 14 |
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Item 6. | Exhibits | 14 |
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SIGNATURES | 14 | |
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and Section 27A of the Securities Act of 1933. Any statements contained in this report that are not statements of historical fact may be forward-looking statements. When we use the words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “will” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. These factors include our; research and development activities, distributor channel; compliance with regulatory impositions; and our capital needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. When used in this report, the terms “Envoy”, “Company”, “we”, “our”, and “us” refer to Envoy Group Corp.
- 3 -
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENVOY GROUP CORP.
BALANCE SHEETS
(Expressed in U.S. Dollars)
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| July 31, |
| April 30, |
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| 2016 |
| 2016 |
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| (Unaudited) |
| (Audited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | — |
| $ | — |
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TOTAL ASSETS |
| $ | — |
| $ | — |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
| $ | 39,063 |
| $ | 39,754 |
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Due to related party (Note 5) |
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| 23,236 |
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| 23,236 |
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Loans payable (Note 6) |
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| 10,741 |
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| 11,113 |
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Total Current Liabilities |
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| 73,040 |
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| 74,103 |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which |
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| — |
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| — |
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Common stock, $0.0001 par value; 240,000,000 shares authorized; |
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| 8,000 |
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| 8,000 |
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Additional paid-in capital |
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| 38,500 |
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| 38,500 |
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Accumulated deficit |
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| (119,540 | ) |
| (120,603 | ) |
Total Stockholders’ Deficit |
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| (73,040 | ) |
| (74,103 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | — |
| $ | — |
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Going Concern (Note 2)
Subsequent Event (Note 8)
The accompanying notes are an integral part of these unaudited financial statements.
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ENVOY GROUP CORP.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
(Unaudited)
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| For the Three Months Ended July 31, |
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| 2015 |
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OPERATING EXPENSES |
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General and administrative (recovery) |
| $ | (1,063 | ) | $ | 764 |
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Professional fees |
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| — |
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| 12,252 |
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NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) |
| $ | 1,063 |
| $ | (13,016 | ) |
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NET INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED |
| $ | 0.00 |
| $ | (0.00 | ) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED |
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| 80,000,000 |
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| 80,000,000 |
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The accompanying notes are an integral part of these unaudited financial statements.
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ENVOY GROUP CORP.
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)
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| For the Three Months Ended July 31, |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
| $ | 1,063 |
| $ | (13,016 | ) |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities |
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| — |
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| 8,392 |
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Net Cash Used in Operating Activities |
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| 1,063 |
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| (4,624 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related party |
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| 4,560 |
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Net Cash Provided by Financing Activities |
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| — |
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| 4,560 |
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Net effect of exchange rate changes on cash |
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| (1,063 | ) |
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Net Decrease in Cash and Cash Equivalents |
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| — |
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| (64 | ) |
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Cash and Cash Equivalents, Beginning of Period |
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| — |
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| 106 |
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Cash and Cash Equivalents, End of Period |
| $ | — |
| $ | 42 |
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SUPPLEMENTARY CASH FLOW INFORMATION: |
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Interest paid |
| $ | — |
| $ | — |
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Income taxes paid |
| $ | — |
| $ | — |
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The accompanying notes are an integral part of these unaudited financial statements.
- 6 -
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Three Months Ended July 31, 2016 and 2015
(Unaudited)
NOTE 1. NATURE OF BUSINESS
Envoy Group Corp. (the “Company”), was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. Upon incorporation, it was the Company’s intent to develop a service to provide adult day care. On November 23, 2015, the Company announced that it intends to restructure its business plan and enter the consumer products market. The Company is currently in the process of identifying and evaluating feasible business opportunities in the consumer products market industry.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had no revenue or operations, and only incurred losses since inception. As at July 31, 2016, the Company has a working capital deficiency of $73,040 and an accumulated deficit of $119,540. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30.
These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2016, included in the Company’s Annual Report on Form 10-K filed with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at July 31, 2016, and the results of its operations and cash flows for the three months July 31, 2016. The results of operations for the period ended July 31, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year.
The significant accounting policies followed are:
USE OF ESTIMATES
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates.
- 7 -
ENVOY GROUP CORP.
Notes to the Financial Statements
For the Three Months Ended July 31, 2016 and 2015
(Unaudited)
FINANCIAL INSTRUMENTS
ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The financial instruments consist principally of cash, accounts payable, due to related party and loans payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of July 31, 2016 and April 30, 2016:
| Fair Value Measurements Using |
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| Active Markets |
| Other |
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| For Identical |
| Observable |
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| Instruments |
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| Balance as of |
| Balance as of |
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| July 31, 2016 |
| April 30, 2016 |
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| $ |
| $ |
| $ |
| $ |
| $ |
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Assets: |
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Cash | — |
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The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of July 31, 2016 and April 30, 2016.
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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ENVOY GROUP CORP.
Notes to the Financial Statements
For the Three Months Ended July 31, 2016 and 2015
(Unaudited)
NOTE 4. FINANCIAL RISK FACTORS
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2016, the Company has a cash balance of $nil (2015 - $106) and current liabilities of $73,040. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The ability of the Company to continue to identify and evaluate feasible business opportunities in the consumer products market and maintain its working capital is dependent on its ability to secure additional equity or debt financing.
FOREIGN EXCHANGE RISK
Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations.
NOTE 5. RELATED PARTY TRANSACTIONS AND BALANCES
As at July 31, 2016, the Company was indebted to the majority shareholder in the amount of $23,236 (April 30, 2016 - $23,236) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.
NOTE 6. LOANS PAYABLE
As at July 31, 2016, the Company was indebted to an unrelated third party in the amount of $1,550 (April 30, 2016 - $1,550). The amount is unsecured, non-interest bearing and due on demand.
As at July 31, 2016, the Company was indebted to an unrelated third party in the amount of $9,191 (CAD$12,000) (April 30, 2016 - $9,563 (CAD$12,000)). The amount is unsecured, non-interest bearing and due on December 31, 2016.
NOTE 7. STOCKHOLDERS’ DEFICIT
On May 9, 2014, the Company amended its Articles of Incorporation, decreasing the number of common stock authorized from 250,000,000 to 240,000,000, par value of $0.0001, and authorizing 10,000,000, par value of $0.0001, shares of preferred shares.
At the time of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.
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ENVOY GROUP CORP.
Notes to the Financial Statements
For the Three Months Ended July 31, 2016 and 2015
(Unaudited)
Subject to the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation.
The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company shall have no rights to redeem Series A Preferred Stock.
COMMON STOCK
On May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder.
As at July 31, 2016, there are 80,000,000 shares of common stock issued or outstanding.
PREFERRED STOCK - SERIES A
On May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder.
As at July 31, 2016, there are no Series A Preferred Stock issued or outstanding.
NOTE 8. SUBSEQUENT EVENT
Subsequent to July 31, 2016, the Company issued 3,000,000 shares of common stock for gross proceeds of $30,000.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this document.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) product development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
MANAGEMENT’S PLAN OF OPERATION
We do not have adequate funds to satisfy our working capital requirements for the next twelve months.
We intend to pursue capital through public or private equity financing and by borrowing from any available sources if required in order to finance our business activities. Our Officer and Director’s have not made any written or verbal commitment to provide additional financing to our Company. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.
We have not yet begun the development of any of our anticipated services and even if we do secure adequate financing, there can be no assurance that our services will be accepted by the marketplace and that we will be able to generate revenues.
Our Officer and Directors will be responsible for business plan development.
RESULTS OF OPERATIONS
There is no historical financial information about us upon which to base an evaluation of our performance. We have incurred recovery of $1,063 in our operations for the three months ended July 31st, 2016 as compared to expenses of $13,016 for the three months ended July 31, 2015.
We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.
Since inception, the majority of our time has been spent refining its business plan and preparing for a primary financial offering.
Our results of operations are summarized below:
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Revenue |
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Cost of Revenue |
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Recovery Expenses |
| $ | 1,063 |
| $ | (13,016 | ) |
Net Income (Loss) |
| $ | 1,063 |
| $ | (13,016 | ) |
Net Income (Loss) per Share - Basic and Diluted |
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| 0.00 |
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| (0.00 | ) |
Weighted Average Number Shares Outstanding - Basic and Diluted |
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| 80,000,000 |
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| 80,000,000 |
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- 11 -
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this quarterly report, we have not generated any revenues from our business operations. As at July 31, 2016, there are 80,000,000 shares of common stock issued and outstanding. Total cash proceeds received from common share issuance since inception to July 31, 2016 is $46,500.
We currently have no cash on hand. Our current cash is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC. We believe we will require additional financing in the form of share issuance proceeds or advances from our directors.
Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.
Through the three months ended July 31, 2016, we spent $nil on general and administrative operating expenses and recognized a recovery of $1,063 relating to the net effect of exchange rate changes on cash. We relied on advances from our sole director to fund general and administrative operating expenses. We currently have a working capital deficit of $73,040.
To date, the Company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the Company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer.
The Company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
The directors and officer have made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.
Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of two individuals, one of whom is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.
EMERGING GROWTH COMPANY
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. 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 for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
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OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s 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.
JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012.
The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have different effective dates for public and private companies until such time as those standards apply to private companies. Upon the issuance of a new or revised accounting standard that applies to our financial statements and has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt said accounting standard. We may take advantage of the extended transition period until the first to occur of the date we (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
For additional discussion regarding the JOBS Act and the exemptions available to “emerging growth companies” thereunder, please refer to the risk factor entitled “We are an “emerging growth company” and we cannot be certain if we will be able to maintain such status or if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”
CRITICAL ACCOUNTING POLICIES
There are no critical accounting policies at present due to the extent of the Company’s operations currently.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of July 31, 2016. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of July 31, 2016.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There have been no changes in our internal controls over financial reporting that occurred during the three months ended July 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS
To our knowledge, neither the Company nor any of our officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.
ITEM 2. UNREGISTERED SALES OF EQITY SECURITIES
During the three months ended July 31, 2016, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit |
| Description |
31.1 |
| |
32.1 |
| |
101 * |
| XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q. |
* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”
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.
| ENVOY GROUP CORP. |
|
|
|
|
Date: July 7, 2017 | By:/s/ Harpreet Sangha |
| Harpreet Sangha |
| President, Chief Executive Officer, Chief Financial Officer |
| Principal Accounting Officer, Secretary, Treasurer and Director |
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