UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended December 31, 2015.
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: 333-189414
UA GRANITE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
80-0899451
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
10 Bogdan Khemlnitsky Street #13A
Kiev, Ukraine 01030
(Address of principal executive offices) (Zip Code)
(380) 636419991
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 þ 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 during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes ¨ No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”
“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 þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes þ No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the
latest practicable date. The number of shares outstanding of the registrant’s common stock, $0.00001 par
value (the only class of voting stock), at February 18, 2016, was 5,650,000.
1
ITEM 1.
FINANCIAL STATEMENTS
As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to UA Granite Corporation.,
a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements included in this Form 10-Q reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
2
TABLE OF CONTENTS
PART 1- FINANCIAL INFORMATION
Item1.
Financial Statements:
3
Balance Sheets as of
4
December 31, 2015 (Unaudited) and March 31, 2015
Statements of Operations for the
5
three and nine month periods ended December 31, 2015 and December 31, 2014
(unaudited)
Statements of Cash Flows for the
6
nine month periods ended December 31, 2015 and December 31, 2104 (unaudited)
Statement of Changes in Stockholders’ Deficit from March 31, 2014 through
7
December 31, 2015 (unaudited)
Notes to Unaudited Financial Statements
8
Management's Discussion and Analysis of Financial Condition and Results of
14
Operations
Quantitative and Qualitative Disclosures about Market Risk
18
Controls and Procedures
18
PART II-OTHER INFORMATION
Legal Proceedings
19
Risk Factors
19
Unregistered Sales of Equity Securities and Use of Proceeds
19
Defaults Upon Senior Securities
19
Mine Safety Disclosures
19
Other Information
19
Exhibits
19
20
21
3
UA Granite Corporation
Balance Sheets
December 31, 2015
March 31, 2015
(Unaudited)
(Audited)
ASSETS
Current Assets
Cash
$
-
$
3,118
Total Assets
$
-
$
3,118
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Bank indebtedness
$
78
$
-
Accounts Payable and Accrued Liabilities
6,487
4,949
Accounts Payable – Related Party
15,000
-
Total Current Liabilities
21,565
4,949
Due to Directors
13,603
11,883
Total Non-Current Liabilities
13,603
11,883
Total Liabilities
$
35,168
$
16,832
Stockholders’ Equity (Deficit)
Common Stock (75,000,000 shares authorized, par value $0.00001,
5,650,000 and 5,650,000 shares issued and outstanding) at
December 31, 2015 and March 31, 2015, respectively
57
57
Additional Paid in Capital
27,669
26,927
Accumulated Deficit
(62,893)
(40,698)
Total Stockholders’ Equity (Deficit)
(35,167)
(13,714)
Total Liabilities and Stockholders’ Equity (Deficit)
$
- $
3,118
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
UA Granite Corporation
Statements of Operations
(Unaudited)
Three Month
Nine Month
Three Month
Nine Month
Period Ended
Period Ended
Period Ended
Period Ended
December 31,
December 31,
December 31,
December 31,
2015
2015
2014
2014
Operating Expenses
Legal and accounting
$
2,620 $
5,280 $
1,470
$
4,720
Consulting
1,990
15,852
-
-
General and administrative
200
320
4,806
4,806
Total Operating Expenses
4,810
21,452
6,276
9,526
Other Expense
Imputed interest expense
271
743
131
335
Net Loss
$
(5,081) $
(22,195) $
(6,407)
$
(9,861)
Net Loss Per Common Share –
(0.00)
(0.00)
(0.00)
(0.00)
Basic and Diluted
Weighted Average Number of
Common Shares Outstanding
5,650,000
5,650,000
5,650,000
5,650,000
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
UA Granite Corporation
Statements of Cash Flows
(Unaudited)
Nine Month Period
Nine Month Period
Ended December 31,
Ended December 31,
2015
2014
Operating Activities
Net loss
$
(22,195)
$
(9,861)
Adjustment to reconcile net loss to net cash used by
operating activities:
Imputed interest
743
335
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities
1,614
(12,500)
Accounts payable – related party
15,000
-
Net Cash Used in Operating Activities
$
(4,838)
(22,026)
Financing Activities
Proceeds from directors
1,720
3,810
Net Cash Provided by Financing Activities
1,720
3,810
Increase (Decrease) in Cash
(3,118)
(18,216)
Cash - Beginning of Period
3,118
19,971
Cash (Indebtedness)- End of Period
$
-
$
1,755
There were no non-cash investing and financing transactions for the nine month periods ended December
31, 2015 and 2014.
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
UA Granite Corporation
Statement of Changes in Stockholders’ Deficit
From March 31, 2015 to December 31, 2015
(Unaudited)
Common Stock
Additional
Accumulated
Paid in
Deficit
Shares
Amount
Capital
Stage
Total
Balances at March 31, 2015
5,650,000 $
57 $
26,927 $
(40,698) $ (13,714)
Imputed interest
-
-
743
-
743
Net loss
-
-
-
(22,195)
(22,195)
Balances at December 31, 2015
5,650,000 $
57 $
27,670 $
(62,893) $ (35,168)
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
UA Granite Corporation (the “Company”) was incorporated on February 14, 2013 in the State of Nevada.
The Company does not have any revenues and has incurred losses since inception. Currently, the
Company has no operations, has been issued a going concern opinion and relies upon the sale of our
securities and loans from its sole officer and director to fund operations.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will
continue to meet its obligations and continue its operations for the next fiscal year. Realization value may
be substantially different from carrying values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern. As at
December 31, 2015, the Company has a working capital deficiency, has not generated revenues and has
accumulated losses of $62,893 since inception. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the ability of the Company to
obtain necessary equity financing to continue operations, and the attainment of profitable
operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going
concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles
generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end
is March 31.
USE OF ESTIMATES
The preparation of financial statements in accordance with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in
the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and
recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation
allowances. We base our estimates and assumptions on current facts, historical experience and various
other factors that we believe to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results experienced by us July differ
materially and adversely from our estimates. To the extent there are material differences between our
estimates and the actual results, our future results of operations will be affected.
8
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with original maturities of three months or less
when acquired, to be cash equivalents. We had no cash equivalents at December 31, 2015 or March 31,
2015.
INCOME TAXES
The Company accounts for income taxes under the provisions issued by the FASB which requires
recognition of deferred tax liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential
benefit of net operating losses has not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future
years.
LOSS PER COMMON SHARE
The Company reports net loss per share in accordance with provisions of the FASB. The provisions
require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact
of common stock equivalents. Diluted net loss per share utilizes the average market price per share when
applying the treasury stock method in determining common stock equivalents. As of December 31, 2015
and March 31, 2015, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to
estimate the fair value of all financial instruments included on its balance sheet as of December 31, 2015.
The Company’s financial instruments consist of cash. The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to the short-term nature of these
financial instruments.
RECENTLY ISSUED ACCOUNTING STANDARDS
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
(ASU) 2015-03 which requires that debt issuance costs be reported in the balance sheet as a direct
deduction from the face amount of the related liability, consistent with the presentation of debt discounts.
Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the
balance sheet. The ASU provides examples illustrating the balance sheet presentation of notes net of their
related discounts and debt issuance costs. Further, the amendments require the amortization of debt
issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or
premium are considered in the aggregate when determining the effective interest rate on the debt. The
amendments to (ASU) 2015-03 are effective for annual periods ending after December 15, 2015, and
annual and interim periods thereafter.
9
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
RECENTLY ISSUED ACCOUNTING STANDARDS - Continued
On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard
Update No. 2014-16 – Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a
Hybrid Finance Instrument Issued in the Form of a Share is More Akin to Debt or to Equity (a consensus
of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current
criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid
financial instrument is required. That is, an entity will continue to evaluate whether the economic
characteristics and risks of the embedded derivative feature are clearly and closely related to those of the
host contract, among other relevant criteria. The amendments clarify how current GAAP should be
interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial
instrument that is issued in the form of a share. The effects of initially adopting the amendments in this
Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued
in the form of a share as of the beginning of the fiscal year for which the amendments are effective.
Retrospective application is permitted to all relevant prior periods.
On November 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard
Update No. 2014-17 – Business Combinations (Topic 805): Pushdown Accounting (a consensus of the
FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an
option to apply pushdown accounting in its separate financial statements upon occurrence of an event in
which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on
November 18, 2014. After the effective date, an acquired entity can make an election to apply the
guidance to future change-in-control events or to its most recent change-in-control event. However, if the
financial statements for the period in which the most recent change-in-control event occurred already
have been issued or made available to be issued, the application of this guidance would be a change in
accounting principle.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
(ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events,
considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or within one year after the date that
the financial statements are available to be issued when applicable). The amendments to (ASU) 2014-15
are effective for annual periods ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company is in the process of evaluating the
prospective impact of (ASU) 2014-15 will have on its balance sheet.
In June 2014, the FASB Accounting Standards Update 2014-10, Income Taxes Topic 915: Elimination of
Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities
Guidance in Topic 810, Consolidation. The amendments in this update eliminated the concept of a
development stage entity (“DSE”) from US GAAP. This change rescinds financial reporting
requirements that have historically applied to DSEs such as labeling financial statements as those of a
DSE, providing inception-to-date information in the statements of income, cash-flows and shareholder
equity and certain specific disclosures. This ASU has been early adopted by the Company as of March
31, 2015 and therefore for the period ended December 31, 2015. Early adoption is permitted for all
financial statements that have not been issued or made available for issuance.
10
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 3 -INCOME TAXES
Deferred income taxes arise from temporary differences resulting from income and expense items
reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as
current or non-current, depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to
reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carryforwards aggregating $62,893 (2015: $40,698), which
expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows:
December 31,
March 31,
2015
2015
Deferred tax assets
$
21,131 $
13,837
Valuation allowance for deferred tax assets
(21,131)
(13,837)
Net deferred tax assets
$
- $
-
11
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 4 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates
to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America (GAAP), and expands disclosures about fair value
measurements. The provisions of this standard apply to other accounting pronouncements that require or
permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. This standard is
now the single source in GAAP for the definition of fair value, except for the fair value of leased property
as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are
developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
•
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date
for identical, unrestricted assets or liabilities.
•
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the
asset or liability (e.g., interest rates); and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
•
Level 3
Inputs that are both significant to the fair value measurement and unobservable. These
inputs rely on management's own assumptions about the assumptions that market
participants would use in pricing the asset or liability. (The unobservable inputs are
developed based on the best information available in the circumstances and include the
Company's own data.)
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair
value on a non-recurring basis as of December 31, 2015 and March 31, 2015:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
12
UA Granite Corporation
Notes to Financial Statements
December 31, 2015
(Unaudited)
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company’s sole director has advanced funds to us for our legal, audit, filing fees, general office
administration and cash needs. As of December 31, 2015, the director has advanced a total of $13,603.
The advances do not bear interest and are without specific terms of repayment. Imputed interest of $271
and $131 was charged to additional paid in capital during the three month period ended December 31,
2015 and December 31, 2014, respectively. Imputed interest of $743 and $335 was charged to additional
paid in capital during the nine month periods ended December 31, 2015 and December 31, 2014,
respectively.
A related party to the Company advanced payment against an unrelated outstanding payable in the
amount of $15,000 as of December 31, 2015. The advance does not bear interest and is without specific
terms of repayment. No imputed interest was charged to additional paid in capital during the three month
period ended December 31, 2015.
NOTE 6 - COMMON STOCK
On February 14, 2013, the Company issued 5,000,000 common shares to Myroslav Tsapaliuk, the
founder of the Company. The common shares were purchased at $0.00001 per share for a total of $50.
On December 12, 2013, the Company issued 650,000 common shares in a registered offering to
subscribers for total proceeds of $26,001.
As of December 31, 2015, the Company has issued 5,650,000 common shares.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial
statements were issued and has determined that there are no events to disclose.
.
13
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other
parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.
Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”
“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future
performance and our actual results may differ significantly from the results discussed in the forward-
looking statements. Factors that might cause such differences include but are not limited to those
discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future
Results and Financial Condition below. The following discussion should be read in conjunction with our
financial statements and notes thereto included in this report. Our fiscal year end is March 31. All
information presented herein is based on the three and nine months ended December 31, 2015 and
December 31, 2014.
Overview
The Company is currently in the process of evaluating business opportunities and has minimal operating
levels. We can provide no assurance that we will be successful in identifying suitable business
opportunities, or if we are able to identify suitable business opportunities, that we will be able to find an
adequate source of financing to acquire any business or business assets, and commence operations, or that
those operations, if commenced, will be successful in generating profits.
Our Plan of Operation
The Company’s plan of operation over the next twelve months is to identify and acquire a suitable
business opportunity. However, we will not be able to pursue any new business opportunities that we
might identify without additional financing to provide for ongoing operations. Management is actively
seeking new financing to this end while we evaluate potential businesses.
We anticipate that in order to maintain operations while we evaluate new businesses the Company will
need debt or equity funding of at least $50,000 over the next twelve months. Should we be successful in
identifying a new business opportunity the Company will require additional funding to evaluate and
prospectively acquire any given opportunity. The amount of such additional funding will depend on the
business and is not determinable at this time.
Other than shareholder loans, we do not believe that debt financing will be an attractive means of funding
our business development as we do not have tangible assets to secure debt financing. Rather, we
anticipate that future funding will be in the form of shareholder loans and equity financing from the sale
of our common stock. However, we do not currently have any financing arrangements in place and cannot
provide prospective investors with any assurance that we will be able to procure sufficient funding to fund
our plan of operation. Accordingly, we will require continued financial support from our shareholders and
creditors until we are able to generate sufficient net cash flow from active operations on a sustained basis.
Results of Operations
During the three and nine months ended December 31, 2015, the Company (i) sought out prospective
business opportunities; and (ii) satisfied continuous public disclosure requirements.
14
Our operations for the three and nine months ended December 31, 2015 and 2014 are summarized below.
Three months
Nine months
Three months
Nine months
Ended
Ended
Ended
Ended
December 31,
December 31,
December 31,
December 31,
2015
2014
2015
2014
Expenses:
Legal and accounting
$
2,620 $
5,280 $
1.,470 $
4,720
Consulting
1,990
15,852
-
-
Administrative
200
320
4,806
4,806
Imputed interest
271
743
131
335
Net income (loss) and
comprehensive income
(loss) for the period
$
(5,081) $
(22,195)
(6,407)
(9,861)
Net Loss
Net loss for the three months ended December 31, 2015 was $5,081 as compared to net loss of $6,407 for
the three months ended December 31, 2014. The recognition of net loss over the comparable three month
periods ended December 31, 2015, and December 31, 2014, can be attributed to changes in professional
fees, consulting expenses, administrative costs and imputed interest.
Net loss for the nine months ended December 31, 2015 was $22,195 as compared to net loss of $9,861 for
the nine months ended December 31, 2014. The recognition of net loss over the comparable nine month
periods ended December 31, 2015, and December 31, 2014, can be attributed to professional fees,
consulting expenses, administrative costs and imputed interest.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve
months at a rate comparable to the current quarterly period presented here or until such time as we are
able to conclude the acquisition or development of a new business opportunity that produces net income.
Capital Expenditures
The Company expended no amounts on capital expenditures for the nine month period ended December
31, 2015.
Income Tax Expense (Benefit)
The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and
start up costs that will offset any future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations over the past three years.
Liquidity and Capital Resources
Since inception, the Company has experienced significant changes in liquidity, capital resources, and
stockholders’ deficiency.
15
The Company had current and total assets of $0 and a working capital deficit of $35,168, as of December
31, 2015, as compared to current and total assets of $3,118, consisting solely of cash and a working
capital deficit of $13,714 as of March 31, 2015. Accumulated deficit was $62,893 at December 31, 2015,
as compared to an accumulated deficit of $40,698 at March 31, 2015.
Cash Used in Operating Activities
Net cash flow used in operating activities for the nine month period ended December 31, 2015 was
$4,838 as compared to $22,026 for the nine month period ended December 31, 2014, which differences
reflect the comparative changes in working capital in the current period. Net cash flow used in operating
activities in the prior period can also be primarily attributed to changes in working capital. Operating
activities include but are not limited to, personnel costs, accounting fees and consulting expenses while
changes in working capital include accounts payable to related and unrelated parties in addition to
accrued liabilities.
We expect to continue to use net cash flow in operating activities over the next twelve months or until
such time as the Company can generate revenue to offset expenses in order to transition to providing net
cash flow from operations.
Cash Used in Investing Activities
We do expect to use net cash flow in investing activities in connection with the development or
acquisition of a suitable business opportunity in a future period. However, until such time as such
unidentified opportunity is concluded, we do not expect to use net cash flows in investing activities.
Cash Flows from Financing Activities
Cash flow provided by financing activities for the nine months ended December 31, 2015, were $1,720 as
compared to $3,810 for the nine months ended December 31, 2014. Cash flow provided from financing
activities over the comparative nine month periods can be attributed to advances made on behalf of the
Company by its sole director.
We expect to continue to use cash flows provided by financing activities to procure sufficient funds to
maintain operations in order to seek out suitable business opportunities.
The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12)
months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to
maintain operations. The Company has no current commitments or arrangements with respect to, or
immediate sources of this funding. Further, no assurances can be given that funding is available. The
Company’s shareholders are the most likely source of new funding in the form of loans or equity
placements though none have made any commitment for future investment and the Company has no
agreement formal or otherwise. The Company’s inability to obtain sufficient funding to maintain
operations will have a material adverse affect on its ability to fulfill its current plan of operation.
The Company does not intend to pay cash dividends in the foreseeable future.
The Company had no lines of credit or other bank financing arrangements as of December 31, 2015.
The Company had no commitments for material future capital expenditures at December 31, 2015.
The Company has no defined benefit plan or contractual commitment with any of its officers or directors.
16
The Company has no current plans for the purchase or sale of any plant or equipment.
The Company has no current plans to make any changes in the number of employees.
Off-Balance Sheet Arrangements
As of December 31, 2015, we have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources
that are material to stockholders.
Future Financings
We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to
continue to fund our business operations. There is no assurance that we will achieve any additional sales
of our equity securities or arrange for debt or other financing to fund our plan of operations.
Critical Accounting Policies
In Note 2 to the audited financial statements for the years ended March 31, 2015 and 2014, included in
our Form 10-K, the Company discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to US GAAP.
The preparation of consolidated financial statements requires Company management to make significant
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By
their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the
Company evaluates estimates. The Company bases its estimates on historical experience and other facts
and circumstances that are believed to be reasonable, and the results form the basis for making judgments
about the carrying value of assets and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.
Going Concern
The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going
concern as a result of an accumulated deficit of $62,893 since inception and negative cash flows from
operating activities as of December 31, 2015. The Company’s ability to continue as a going concern is
subject to the ability of the Company to obtain funding. Management’s plan to address the Company’s
ability to continue as a going concern includes obtaining funding from the private placement of equity or
through debt financing. Management believes that it will be able to obtain funding to allow the Company
to remain a going concern through the methods discussed above, though there can be no assurances that
such methods will prove successful.
Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in the section titled Management’s Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this current report, with the exception of historical
facts, are forward-looking statements. Forward-looking statements reflect our current expectations and
beliefs regarding our future results of operations, performance, and achievements. These statements are
subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not
materialize. These statements include, but are not limited to, statements concerning:
17
§ our anticipated financial performance and business plan;
§ the sufficiency of existing capital resources;
§ our ability to raise capital to fund cash requirements for future operations;
§ uncertainties related to the Company’s future business prospects;
§ the volatility of the stock market and;
§ general economic conditions.
We wish to caution readers that our operating results are subject to various risks and uncertainties that
could cause our actual results to differ materially from those discussed or anticipated. We also wish to
advise readers not to place any undue reliance on the forward-looking statements contained in this report,
which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to
update or revise these forward-looking statements to reflect new events or circumstances or any changes
in our beliefs or expectations, other than as required by law.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
In connection with the preparation of this quarterly report, an evaluation was carried out by the
Company’s management, with the participation of the chief executive officer and the acting chief
financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
December 31, 2015. Disclosure controls and procedures are designed to ensure that information required
to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief executive officer and
the chief financial officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by
this report, that the Company’s disclosure controls and procedures were ineffective in recording,
processing, summarizing, and reporting information required to be disclosed, within the time periods
specified in the Commission’s rules and forms, and such information was not accumulated and
communicated to management, including the chief executive officer and the chief financial officer, to
allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) during the quarter ended December 31, 2015, that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
Item 1.
Legal Proceedings.
None.
Item 1A.
Risk Factors
Not required for smaller reporting companies.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.
Item 6.
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page
21 of this Form 10-Q, and are incorporated herein by this reference.
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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.
UA GRANITE CORP.
/s/ Myroslav Tsapaliuk
By: _____________________________
Myroslav Tsapaliuk, Chief Executive Officer,
Chief Financial Officer and Principal
Accounting Officer
Date: February 18, 2016
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INDEX TO EXHIBITS
Exhibit
Description
3.1.*
Articles of Incorporation (incorporated by reference to the Company’s Form S-1 filed
with the Commission on June 18, 2013).
3.2*
Bylaws (incorporated by reference to the Company’s Form S-1 filed with the
Commission on June 18, 2013).
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101. INS
XBRL Instance Document†
101. PRE
XBRL Taxonomy Extension Presentation Linkbase†
101. LAB
XBRL Taxonomy Extension Label Linkbase†
101. DEF
XBRL Taxonomy Extension Label Linkbase†
101. CAL
XBRL Taxonomy Extension Label Linkbase†
101. SCH
XBRL Taxonomy Extension Schema†
*
Incorporated by reference to previous filings of the Company.
†
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed
“furnished” and not “filed” or part of a registration statement or prospectus for purposes
of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is
not subject to liability under these sections.
21