U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-Q |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 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. 333-190726
MILESTONE INTERNATIONAL, CORP.
(Exact name of registrant as specified in its charter)
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Nevada | 7370 | 30-0780061 |
(State or jurisdiction of incorporation | Primary Standard Industrial | IRS Employer |
9 Tankovaya Street, Ste. 2
Kaliningrad, Russia, 236038
(Address of principal executive offices)
Telephone +40312210477
(Issuer’s telephone number)
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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of January 15, 2015 |
Common Stock, $0.001 | 5,090,000 |
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MILESTONE INTERNATIONAL, CORP.
Form 10-Q
Part 1 | FINANCIAL INFORMATION |
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Item 1 | Condensed UnauditedFinancial Statements | 4 |
| CondensedUnauditedBalance Sheets | 4 |
| CondensedUnauditedStatements of Operations | 5 |
| CondensedUnauditedStatements of Cash Flows | 6 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 3. | 8 | |
Item 4. | 8 | |
Part II. | OTHER INFORMATION |
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Item 1 | 11 | |
Item 2. | 11 | |
Item 3 | 11 | |
Item 4 | Mine Safety Disclosures | 11 |
Item 5 | 11 | |
Item 6 | 11 |
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MILESTONE INTERNATIONAL, CORP. BALANCE SHEETS (UNAUDITED) | |||
| NOVEMBER 30, 2014 | MAY 31, 2014 | |
ASSETS |
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Current Assets |
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| Cash | $ - | $ 18,642 |
| Subscription receivable | - | 800 |
| Total current assets | - | 19,442 |
Total assets | $ - | $ 19,442 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Liabilities | |||
Current liabilities | |||
| Loan payable- related party | 2,074 | 1,824 |
| Accounts payable | 2,192 | - |
Total liabilities | 4,266 | 1,824 | |
Stockholders’ Equity (Deficit) | |||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 5,090,000 and 4,990,000 shares issued and outstanding as of November 30, 2014 and May 31, 2014 | 5,090 | 4,990 |
| Additional paid-in-capital | 20,710 | 18,810 |
| Accumulated deficit | (30,066) | (6,182) |
Total stockholders’ equity (deficit) | (4,266) | 17,618 | |
Total liabilities and stockholders’ equity (deficit) | $ - | $ 19,442 | |
See accompanying notes to the unaudited financial statements
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MILESTONE INTERNATIONAL, CORP. STATEMENTS OF OPERATIONS (UNAUDITED) | |||||
| THREE MONTHS ENDED NOVEMBER 30, 2014 | THREE MONTHS ENDED NOVEMBER 30, 2013 | SIX MONTHS ENDED NOVEMBER 30, 2014 | SIX MONTHS ENDED NOVEMBER 30, 2013 |
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Revenue | $ - | $ 1,500 | $ - | $ 2,500 |
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Operating Expenses |
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General and administrative expenses | 3,750 | 60 | 23,884 | 5,496 |
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Total operating expenses | 3,750 |
| 23,884 | 5,496 |
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Net income (loss) | $ (3,750) | $ 1,440 | $ (23,884) | $ (2,996) |
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Basic and diluted loss per common share | (0.00) | (0.00) | (0.00) | (0.00) |
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Weighted average shares outstanding | 5,090,000 | 4,000,000 | 5,088,361 | 4,000,000 |
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See accompanying notes to the unaudited financial statements
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MILESTONE INTERNATIONAL, CORP. STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||
| SIX MONTHS ENDED NOVEMBER 30, 2014 | SIX MONTHS ENDED NOVEMBER 30, 2013 |
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Operating Activities |
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| Net loss | $ (23,884) | $ (2,996) |
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| Adjustments to reconcile net loss to net cash |
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| Changes in operating assets and liabilities: |
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| Accounts payable | 2,183 | 1,550 |
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| Net cash used in operating activities | (21,701) | (1,446) |
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Financing Activities |
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| Proceeds from issuance of common stock | 2,800 | - |
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| Proceeds from related party loan | 250 | - |
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| Short-term borrowings | 9 |
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| Net cash provided by financing activities | 3,059 | - |
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Net decrease in cash and equivalents | (18,642) | (1,446) |
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Cash and equivalents at beginning of the period | 18,642 | 4,050 |
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Cash and equivalents at end of the period | $ - | $ 2,604 |
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| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ - | $ - |
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| Taxes | $ - | $ - |
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See accompanying notes to the unaudited financial statements
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MILESTONE INTERNATIONAL, CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOVEMBER 30, 2014
NOTE 1 – BASIS OF PRESENTATION
The accompanying financial statements include all accounts of the Company and in the opinion of management, reflect all adjustments, which include all normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and cash flows for the period from September 30, 2014 to November 30, 2014. This financial statement period is not an indicative of the results to be expected for the year ending May 31, 2015, or for any other interim period in future. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2014 Form 10-K for the fiscal year ended May 31, 2014, filed with the U.S. Securities and Exchange Commission on September 2, 2014.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not generated any revenues and has incurred losses since inception resulting in an accumulated deficit of $30,066 as of November 30, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 – RELATED PARTY TRANSACTIONS
Since inception through November 30, 2014, the Director advanced the Company $2,074 to pay for general and administrative expenses. This loan is non-interest bearing, due upon demand and unsecured.
NOTE 4 – EQUITY
During June 2014, the Company issued 100,000 common shares for cash proceeds of $2,000.
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
MILESTONE INTERNATIONAL, CORP. (“Milestone”, "the Company", “our” or "we") was incorporated under the laws of the State of Nevada on April 18, 2013 for the purpose of operating service in interior design in its targeted markets, which currently is Russia. Our registration statement has been filed with the Securities and Exchange Commission on August 20, 2013 and has been declared effective on May 12, 2014.
CURRENT BUSINESS OPERATIONS
Milestone International, Corp. is a Russia based corporation that operates a business in yacht maintenance in Russia.
To date, our business operations have been limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock, discussing the offers of yacht maintenance services with potential customers, and the signing of the service agreement with Inturia, Ltd., a private Russian company. As of November 30, 2014 the revenue of $0 was recognized pursuant to the signed service agreement.
RESULTS OF OPERATIONS
As of November 30, 2014, we had total assets of zero and total liabilities of $4,266. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Six Months Period Ended November 30, 2014
Revenue
During the six months period ended November 30, 2014 we had no revenue recognized.
Operating Expenses
During the six month period ended November 30, 2014, we incurred general and administrative expenses of $23,884. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
Net Income
Our net income for the six months period ended November 30, 2014 was $23,884.
LIQUIDITY AND CAPITAL RESOURCES
As of November 30, 2014
As at November 30, 2014 our current assets were $ zero compared to $19,442 in current assets at May 31, 2014. As at November 30, 2014, our current liabilities were $4,266 compared to $1,824 in current liabilities at May 31, 2014.
Stockholders’ equity decreased from $17,618 as of May 31, 2014 to $(4,266) as of November 30, 2014.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six month period ended November 30, 2014, net cash flows used in operating activities was $21,701. We incurred a net loss of $23,884.
Cash Flows from Investing Activities
We neither used nor generated cash flow from investing activities during the six months period ended November 30, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months period ended November 30, 2014 net cash flows from financing activities was $2,000 received from proceeds from issuance of common stock.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
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Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any 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 investors.
GOING CONCERN
The independent auditors' report accompanying our May 31, 2014 and May 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No unregistered shares were sold during the six months periods ended November 30, 2014.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the six months period ended November 30, 2014.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Milestone International, Corp. |
Dated: January 15, 2015 | By:/s/Yahor Bryshtsel |
| Yahor Bryshtsel, President and Chief Executive Officer and Chief Financial Officer |
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