UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2014
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to ____
Commission File No. 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 Khmelnitsky Street, # 13A |
| Kyiv, Ukraine 01030 |
| (Address of principal executive offices, Zip Code) |
| +380 636419991 |
| (Registrant's telephone number, including area code) |
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report) |
Indicate by check mark whether the issuer (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 ☒ 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 ☐ 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 the 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 | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
As of February 12, 2015, there were 5,650,000 shares of common stock, $0.00001 par value per share, outstanding.
| -2- |
UA GRANITE CORPORATION
(A Development Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED DECEMBER 31, 2014
| Index | Page | ||
| Part I. | Financial Information | ||
| Item 1. | Financial Statements | 4 | |
| Balance Sheets as of December 31, 2014 (unaudited) and March 31, 2014 | F-1 | ||
| Statements of Operations for the three and nine month period ended December 31, 2014 and 2013 and from February 14, 2013 (inception) through December 31, 2014 (unaudited) | F-2 | ||
| Statements of Cash Flows for the nine month period ended December 31, 2014 and 2013 and the period from February 14, 2013 (Inception) through December 31, 2014 (unaudited) | F-3 | ||
| Statement of Changes in Stockholders’ Equity (Deficit) from February 14, 2013 (inception) through December 31, 2014 (unaudited) | F-4 | ||
| Notes to Financial Statements (unaudited). | F-5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 5 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 10 | |
| Item 4. | Controls and Procedures. | 11 | |
| Part II. | Other Information | ||
| Item 1. | Legal Proceedings. | 11 | |
| Item 1A. | Risk Factors. | 11 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 11 | |
| Item 3. | Defaults Upon Senior Securities. | 11 | |
| Item 4. | Mining Safety Disclosures. | 11 | |
| Item 5. | Other Information. | 12 | |
| Item 6. | Exhibits. | 12 | |
| Signatures | 13 | ||
| -3- |
PART I. FINANCIAL INFORMATION
UA Granite Corporation
(A Development Stage Company)
December 31, 2014
| -4- |
UA Granite Corporation
(A Development Stage Company)
December 31, 2014 and March 31, 2014
(unaudited)
| December 31, 2014 | March 31, 2014 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,755 | $ | 19,971 | ||||
| Total Assets | $ | 1,755 | $ | 19,971 | ||||
| LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Liabilities | $ | 2,000 | $ | 14,500 | ||||
| Due to Directors | 8,933 | 5,123 | ||||||
| Total Liabilities | 10,933 | 19,623 | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common Stock (75,000,000 shares authorized, par value 0.00001, 5,650,000 shares issued and outstanding) at December 31, 2014 and March 31, 2014, respectively | 57 | 57 | ||||||
| Additional Paid in Capital | 26,731 | 26,397 | ||||||
| Deficit accumulated during the development stage | (35,966 | ) | (26,106 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (9,178 | ) | 348 | |||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 1,755 | $ | 19,971 | ||||
(The Accompanying Notes are an Integral Part of These Financial Statements)
| F-1 |
UA Granite Corporation
(A Development Stage Company)
For the Three and Nine Month Period Ended December 31, 2014 and 2013
and from February 14, 2013 (Inception) to December 31, 2014
(unaudited)
| Three Month Period Ended December 31, 2014 | Three Month Period Ended December 31, 2013 | Nine Month Period Ended December 31, 2014 | Nine Month Period Ended December 31, 2013 | February 14, 2013 (Inception) through December 31, 2014 | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| Legal and accounting | $ | 1,470 | $ | 6,000 | $ | 4,720 | $ | 7,700 | $ | 16,425 | ||||||||||
| Consulting | — | — | — | — | 12,500 | |||||||||||||||
| General and administrative | 4,806 | 22 | 4,806 | 38 | 6,304 | |||||||||||||||
| Total Operating Expenses | 6,276 | 6,022 | 9,526 | 7,738 | 35,229 | |||||||||||||||
| Other Expense | ||||||||||||||||||||
| Imputed interest expense | 131 | 102 | 334 | 303 | 737 | |||||||||||||||
| Net Loss | $ | (6,407 | ) | $ | (6,124 | ) | $ | (9,860 | ) | $ | (8,041 | ) | $ | (35,966 | ) | |||||
| Net Loss Per Common Share – Basic and Diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||
| Weighted Average Number of Common Shares Outstanding | 5,650,000 | 5,134,239 | 5,650,000 | 5,044,909 | ||||||||||||||||
(The Accompanying Notes are an Integral Part of These Financial Statements)
| F-2 |
UA Granite Corporation
(A Development Stage Company)
For the Nine Month Period Ended December 31, 2014 and 2013
and from February 14, 2013 (Inception) to December 31, 2014
(unaudited)
| Nine Month Period Ended December 31, 2014 | Nine Month Period Ended December 31, 2013 | Inception February 14, 2013 to December 31, 2014 | ||||||||||
| Operating Activities | ||||||||||||
| Net loss | $ | (9,860 | ) | $ | (8,041 | ) | $ | (35,966 | ) | |||
| Adjustment to reconcile net loss to net cash used by operating activities: | ||||||||||||
| Imputed interest | 334 | 303 | 737 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | -12,500 | — | 2,001 | |||||||||
| Net Cash Used in Operating Activities | (22,026 | ) | (7,738 | ) | (33,228 | ) | ||||||
| Financing Activities | ||||||||||||
| Proceeds from directors | 3,810 | — | 8,933 | |||||||||
| Proceeds from issuance of common shares | — | 26,000 | 26,050 | |||||||||
| Net Cash Provided by Financing Activities | 3,810 | 26,000 | 34,983 | |||||||||
| Increase (Decrease) in Cash | -18,216 | 18,262 | 1,755 | |||||||||
| Cash - Beginning of Period | 19,971 | 4,982 | — | |||||||||
| Cash - End of Period | $ | 1,755 | $ | 23,244 | $ | 1,755 | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||
| Interest | $ | — | $ | — | $ | — | ||||||
| Income taxes | $ | — | $ | — | $ | — | ||||||
(The Accompanying Notes are an Integral Part of These Financial Statements)
| F-3 |
UA Granite Corporation
(A Development Stage Company)
Statement of Changes in Stockholders’ Equity (Deficit)
From Inception February 14, 2013 to December 31, 2014
(unaudited)
| Deficit | ||||||||||||||||||||
| Accumulated | ||||||||||||||||||||
| Additional | During the | |||||||||||||||||||
| Common Stock | Paid | Exploration | ||||||||||||||||||
| Shares | Amount | in Capital | Stage | Total | ||||||||||||||||
| Balance at February 14, 2013 | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Issuance of founder’s share | 5,000,000 | 50 | — | — | 50 | |||||||||||||||
| Net loss | — | — | — | -2,191 | -2,191 | |||||||||||||||
| Balances at March 31, 2013 | 5,000,000 | 50 | — | (2,191 | ) | (2,141 | ) | |||||||||||||
| Issuance of shares | 650,000 | 7 | 25,994 | — | 26,001 | |||||||||||||||
| Imputed interest | — | — | 403 | — | 403 | |||||||||||||||
| Net loss | — | — | — | -23,915 | -23,915 | |||||||||||||||
| Balances at March 31, 2014 | 5,650,000 | $ | 57 | $ | 26,397 | $ | (26,106 | ) | $ | 348 | ||||||||||
| Imputed interest | — | — | 334 | — | 334 | |||||||||||||||
| Net loss | — | — | — | -9,860 | -9,860 | |||||||||||||||
| Balances at December 31, 2014 | 5,650,000 | $ | 57 | $ | 26,731 | $ | (35,966 | ) | $ | (9,178 | ) | |||||||||
(The Accompanying Notes are an Integral Part of These Financial Statements)
| F-4 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
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 UA Granite Corporation 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 UA Granite Corporation be unable to continue as a going concern. As at December 31, 2014 UA Granite Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $35,966 since inception. The continuation of UA Granite Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of UA Granite Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the UA Granite Corporation’ 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.
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, 2014 or March 31, 2014.
DEVELOPMENT STAGE ENTITY – The Company complies with FASB guidelines for its description as a development stage company.
| F-5 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –Continued
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 consolidated 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, 2014 and March 31, 2014, 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, 2014. 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 June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.
| F-6 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
RECENTLY ISSUED ACCOUNTING STANDARDS -Continued
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.
In July 2013, FASB issued ASU No. 2013-11,"Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02,Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
| - | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and |
| F-7 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
| - | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. |
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Earlyadoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
In January 2013, the FASB issued ASU No. 2013-01,Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
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 $35,966 (2014: $26,106), 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 as of December 31, 2014 and March, 2014 respectivly :
| 2015 | 2014 | |||||
| Deferred tax assets | $ | 12,588 | $ 9,137 | |||
| Valuation allowance for deferred tax assets | (12,588) | $ (9,137) | ||||
| Net deferred tax assets | $ | - | - |
| F-8 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(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 July 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, 2014 and March 31, 2014:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
| F-9 |
UA Granite Corporation
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 5 - RELATED PARTY TRANSACTION
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of December 31, 2014, the director has advanced a total of $8,933. The advances do not bear interest and are without specific terms of repayment. Imputed interest of $334 was charged to additional paid in capital during the nine month period ended December 31, 2014.
NOTE 6 - COMMON STOCK
On February 14, 2013, the company issued 5,000,000 common shares to the founder of the company. Imputed interest of $403 was charged to additional paid in capital during the fiscal year ended March 31, 2014 for related party borrowings.
On December 12, 2013, the company entered into an agreement to sell 650,000 common shares for total proceeds of $26,000.
As of December 31, 2014, UA Granite Corporation has issued 5,650,000 common shares.
NOTE 7 – SUBSEQUENT EVENT
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.
| F-10 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of UA Granite Corporation, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of market demand for consulting services of the type provided by the Company, the possibility that the company will not garner any customers, the Company’s need for and ability to obtain additional financing, the exercise of the majority control the Company’s sole officer and director presently holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of UA Granite Corporation, a Nevada corporation and development-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the March 31, 2014 audited financial statements and related notes. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements
OVERVIEW
UA Granite Corporation (the “Company”) was incorporated in the State of Nevada on February 14, 2013 and established a fiscal year end of March 31. It is a development-stage Company.
Going Concern
To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we implement our initial business plan ( as described in our Registration Statement on Form S-1, as amended (File No. 333-189414), declared effective with the Securities and Exchange Commission on October 23, 2013, and. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
Our activities have been financed from the proceeds of a share subscription and loan from a shareholder. From our inception to December 31,2014 we have raised a total of $8,933 from a related-party loan from Mr. Tsapaliuk.
The Company issued 5,000,000 shares of common stock as founder’s shares to the President and Director of the Company in February 2013.
The Company issued 650,000 shares of common stock in December 2013 at $0.04 per share for total proceeds of $26,000.
| -5- |
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
BASIS OF PRESENTATION - The Company’s 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.
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, 2014 or March 31, 2014.
DEVELOPMENT STAGE ENTITY - The Company complies with FASB guidelines for its description as a development stage company.
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 consolidated 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, 2014 and March 31, 2014, there were no common stock equivalents outstanding.
| -6- |
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, 2014. 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 June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.
| -7- |
In July 2013, FASB issued ASU No. 2013-11,"Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02,Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
| - | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and |
| - | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. |
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
In January 2013, the FASB issued ASU No. 2013-01,Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
| -8- |
12-MONTH PLAN OF OPERATION
The Company issued 650,000 shares of common stock in December 2013 at $0.04 per share for total proceeds of $26,000.
| (1) | Expenditures for the 12 months following the completion of the offering. The expenditures are categorized by significant area of activity. | |
| (2) | Estimated costs of this offering of approximately $17,307 consists of $10,000 of legal fees, $5,000 of accounting and auditing fees, $800 of transfer agent fees, $500 of printing fees, 1,000 of miscellaneous costs, and approximately $7.00 for the SEC registration fee for this offering. | |
| (3) | Includes travel costs to trade shows and exhibits. |
During the first stages of our growth, our director will provide all of the labor required to execute our business plan at no charge, except we intend to hire a website programmer on a contract basis for three months at an estimated cost of $693 to develop and test our website.
Myroslav Tsapaliuk, our President, will devote approximately 30% of his time to our operations. Once we begin operations, and are able to attract more and more customers to buy our product, Mr. Tsapaliuk has agreed to commit more time as required. Because Mr. Tsapaliuk will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
We believe we can satisfy our cash requirements during the next 12 months. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Our specific goal is to profitably sell our product. Our plan of operations is as follows:
Establishment of Our Office
Month 1-2: Myroslav Tsapaliuk, our President, will take care of our initial administrative duties. Mr. Tsapaliuk will continue to work from office presently provided by him, at no cost to us.
Development of Our Website
Months 1-4: During this period, we developed our website (www.ua-granite.com). Updating and improving our website will continue throughout the lifetime of our operations.
Negotiation With Potential Customers (Distributors And Brokers)
Months 4-12: We are looking into negotiating agreements with national hardware and garden store chains and medium-sized retail and wholesale flooring companies. We do not have any written agreements with them at current time but we will be shipping samples from Ukraine directly to several buyers in order to secure contracts with these companies. Shipping samples to our main prospects should cost no more than $1,000 in expenses, that will include samples and shipping from Ukraine to the United States. As soon as we get approval from potential buyers the product will be shipped directly from manufacturer to the buyer.
Marketing
Months 5-12: We are looking into advertising through home decor trade shows and a road show campaign at the stores of our future customers, distributors and brokers. We intend to develop and maintain a database of potential customers who may want to purchase granite products from us. We will follow up with these clients periodically, send them our new catalogues and offer them presentations and special discounts from time to time. We plan to print catalogues and flyers and mail them to potential customers. We intend to use marketing strategies, such as web advertisements, direct mailing, and phone calls to acquire potential customers. We will spend $2,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.
| -9- |
Hire a Salesperson
Months 8-12: We intend to hire one salesperson with experience and established network in the building material distribution industry. The salesperson’s job would be to find new potential customers, and to execute agreements with them to buy our granite products. We plan to pay him commissions from our sale.
We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.
Results of Operations
For the Three Month Period Ended December 31, 2014, to December 31, 2013, the nine month period ended December 31, 2014 and to December 31, 2014 (unaudited).
We recorded no revenues for the three months ended December 31, 2014, or from the period from inception on February 14, 2013 to December 31, 2014.
For the three months ending December 31, 2014, total operating expenses were $6,276, consisting of legal and accounting and general and administrative expenses of $6,276.
For the three months ending December 31, 2013, total operating expences were $6,022 consisting of legal and accounting and general administrative expences of $6,022.
For the nine months ending December 31, 2014 total operating expences were $9,526 consisting of legal and accounting and general administrative expences of $9,526.
For the nine months period ending December 31, 2013 total operating expeces were $7,738 consisting of legal and accounting and general administrative expenses of $7,738,
From the period of February 14, 2013 (inception) to December 31, 2014, we incurred total operating expenses $35,229 and a net loss of $35,966.
Liquidity and Capital Resources
At December 31, 2014, we had a cash balance of $1,755. We have cash on hand to commence our 12-month plan of operation and our current cash and net working capital balance is sufficient to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and our status as a corporation in the State of Nevada for the next 12 months. If we are not able to start our profitable operations during the next 12 months our business will fail.
| -10- |
Subsequent Events
None through date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2014.
PART II. OTHER INFORMATION
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINING SAFETY DISCLOSURES.
None.
| -11- |
None.
(a) Exhibits required by Item 601 of Regulation SK.
| Exhibit | Description | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Bylaws (1) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
| (1) | Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-189414), as filed with the Securities and Exchange Commission on June 18, 2013. |
| -12- |
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 CORPORATION | |||
| (Name of Registrant) | |||
| Date: February 12, 2015 | By: | /s/ Myroslav Tsapaliuk | |
| Name: | Myroslav Tsapaliuk | ||
| Title: | President and Chief Executive Officer, Chief Financial Officer, and Treasurer (principal executive officer, principal accounting officer and principal financial officer) | ||
| -13- |