UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended December 31, 2014 or |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
333-196040
Commission File Number
Gen Serv, Inc. |
(Exact name of registrant as specified in it’s charter) |
Nevada |
| 46-3026985 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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112 North Curry Street, Carson City NV |
| 89703 |
(Address of principal executive offices) |
| (Zip Code) |
(561) 568-1234
(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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | x |
(Do not check if a smaller reporting company) |
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If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x 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:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 11, 2017 there are 70,000,000 common shares issued and outstanding.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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| Table of Contents |
FINANCIAL STATEMENT
December 31, 2014
Unaudited
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| Table of Contents |
BALANCE SHEETS
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| December 31, 2014 |
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| June 30, 2014 |
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| (Audited) |
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ASSETS | ||||||||
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CURRENT ASSETS |
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Cash |
| $ | 999 |
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| $ | 6,125 |
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TOTAL ASSETS |
| $ | 999 |
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| $ | 6,125 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
| $ | 740 |
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| $ | 1,436 |
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Due to related party (Note 3) |
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| 1,995 |
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| 1,995 |
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TOTAL CURRENT LIABILITIES |
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| 2,735 |
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| 3,431 |
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STOCKHOLDERS’ EQUITY (DEFICIT) |
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Capital stock (Note 4) |
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Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 2,000,000,000 shares of common stock (2,000,000,000 – June 30, 2014) |
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| 2,000,000 |
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| 2,000,000 |
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Additional paid in capital |
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| (1,990,000 | ) |
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| (1,990,000 | ) |
Deficit accumulated |
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| (11,736 | ) |
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| (7,306 | ) |
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) |
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| (1,736 | ) |
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| 2,694 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| $ | 999 |
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| $ | 6,125 |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
STATEMENTS OF OPERATIONS
(Unaudited)
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| Three months Ended December 31, 2014 |
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| Three months ended December 31, 2013 |
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| Six months ended December 31, 2014 |
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| Six months ended December 31, 2013 |
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REVENUE |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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EXPENSES |
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Office and general |
| $ | 439 |
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| $ | - |
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| $ | 930 |
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| $ | 25 |
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Professional fees |
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| - |
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| - |
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| 3,500 |
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| 2,500 |
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TOTAL EXPENSES |
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| 439 |
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| 4,430 |
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| 2,525 |
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NET LOSS |
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| (439 | ) |
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| - |
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| (4,430 | ) |
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| (2,525 | ) |
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BASIC AND DILUTED NET LOSS PER COMMON SHARE |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
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WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING – BASIC AND DILUTED |
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| 2,000,000,000 |
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| 2,000,000,000 |
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| 2,000,000,000 |
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| 2,000,000,000 |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
STATEMENTS OF CASH FLOWS
(Unaudited)
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| Six months ended December 31, 2014 |
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| Six months ended December 31, 2013 |
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OPERATING ACTIVITIES |
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Net loss for the period |
| $ | (4,430 | ) |
| $ | (2,525 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Increase (decrease) in Accounts payables and accrued liabilities |
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| (696 | ) |
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| - |
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NET CASH USED IN OPERATING ACTIVITIES |
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| (5,126 | ) |
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| (2,525 | ) |
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CASH FLOW FROM INVESTING ACTIVITIES |
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| - |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from shareholder loans – related parties |
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Payment of purchase of common stock |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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NET INCREASE (DECREASE) IN CASH |
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| (5,126 | ) |
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| (2,525 | ) |
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CASH, BEGINNING |
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| 6,125 |
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| 11,000 |
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CASH, ENDING |
| $ | 999 |
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| $ | 8,475 |
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SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH FINANCING ACTIVITIES; |
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Cash paid during the period for: |
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Interest |
| $ | - |
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| $ | - |
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Income taxes |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
Gen Serv, Inc. (the “Company”) was incorporated in the State of Nevada on June 20, 2013. The Company is in the initial development stage and was organized to engage in the business of providing concierge type service, offering a full array of services that an individual or company may require.
Basis of presentation
The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $11,736. As at December 31, 2014, the Company has a working capital deficit of $1,736. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial 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. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation – Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended June 30, 2014 included in the Company’s Annual Report on Form S-1 filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form S-1. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended December 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Financial Instruments
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short term maturities.
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| Table of Contents |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Basic and Diluted Loss per Common Share
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2014 and 2013, there were no common stock equivalents outstanding.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. As of December 31, 2014 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.
Recent Accounting Pronouncements
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.
NOTE 3 – DUE TO RELATED PARTY |
As of December 31, 2014, the Company has a balance $1,995 as a loan from Chris Riker, the president of the Company. The loan is unsecured, payable on demand and bears no interest.
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NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT) |
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of December 31, 2014 there were 10,000,000 shares issued and outstanding (before July 28, 2015 200:1 stock forward split).
On June 26, 2013, the Company issued 10,000,000 founder’s shares (before July 28, 2015 200:1 stock forward split) at $0.001 per share, with net proceeds to the Company of $10,000.
Subsequent to the period ended September 30, 2014, on July 28, 2015, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 200 common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
As of December 31, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 5 – SUBSEQUENT EVENTS |
From December 2014 through March 2015, the Company entered into stock subscription agreements to issue 30,000,000 shares of its common stock for $3,000 in cash. As of September 30, 2015, agreements to issue 22,000,000 shares were executed; of which 22,000,000 shares had be issued for net proceeds of $2,200 to the Company; however, cash had not been received for 8,000,000, at September 30, 2015 (total related value of $800). On February 5, 2016 the $800 was received.
On July 28, 2015, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 200 common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 200:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
On July 30, 2015, founding shareholder of the Company returned 1,960,000,000 (9,800,000 pre-split) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000005 per share for a total consideration of $10 to the shareholder.
From period October 1, 2014 to June 30, 2017, the Company loaned from Chris Riker, the president of the Company, net amount $18,857.
On May 3, 2017, the Company received $2,500 and on June 14, 2017, the Company received $3,000 from the CEO of the Company.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Results of Operations
For the three month period ended December 31, 2014 we had no revenue. Expenses for the three month period ended December 31, 2014 totaled $439 resulting in a Net loss of $439. The Net Loss for the three month period ended December 31, 2016 is a result of Office and General expense of $439 comprised primarily of printing fees and Professional fees of $Nil.
For the six month period ended December 31, 2014, we had no revenue. Expenses for the six month period ended December 31, 2014 totaled $4,430 resulting in a Net loss of $4,430 compared to expenses totaling $2,525 and a net loss of $2,525 for the six month period ended December 31, 2013. The Net Loss for the six month period ended December 31, 2014 is a result of Office and General expense of $930 comprised primarily of bank service charges and printing expense and Professional fees of $3,500 comprised primarily of accounting expenses. The Net Loss for the six month period ended December 31, 2013 was a result of Office and General expense of $25 comprised primarily of bank fees and Professional fees of $2,500 comprised primarily of accounting fees.
Capital Resources and Liquidity
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.
As of December 31, 2014, we had $999 in cash as compared to $6,125 in cash at June 30, 2014. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of December 31, 2014, the Company’s sole officer and director, Mr. Riker has loaned the Company $1,995 and he has indicated that he may be willing to provide additional funds required maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.
We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2014, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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Currently we are not involved in any pending litigation or legal proceeding.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
None
None
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| Table of Contents |
Exhibit No. |
| Description |
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31.2 |
| Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* |
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32.2 |
| Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
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* Included in Exhibit 31.1
** Included in Exhibit 32.1
| [1] | Incorporated by reference from the Company’s S-1 filed with the Commission on May 16, 2014. |
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| [2] | Incorporated by reference from the Company’s S-1 filed with the Commission on May 16, 2014. |
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SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Gen Serv, Inc. (Registrant) | |||
| Date: October 12, 2017 | By: | /s/ Chris Riker | |
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| Chris Riker | |
| President and Director | |||
| Principal and Executive Officer | |||
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| Principal Financial Officer Principal Accounting Officer |
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