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
For the quarterly period ended January 31, 2017
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to__________
Commission File Number 333-201647
LUMIOX, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 61-1742034 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
Office 7, Vaynor House 2, Vaynor Road, Milford Haven Pembrokeshire, UK | | SA73 2NB |
(Address of principal executive offices) | | (Zip Code) |
0808 178 2620 |
(Registrant’s telephone number, including area code) |
|
N/A |
(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.
o 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).
x YES o NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
x YES o NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
o YES o 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.
31,272,688 common shares issued and outstanding as of March 15, 2017.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's October 31, 2016 Form 10K filed with the Securities and Exchange Commission on January 30, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending October 31, 2017.
Lumiox, Inc.
Balance Sheets
| | January 31, 2017 | | | October 31, 2016 | |
| | | | | | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents held in trust | | $ | 6,159 | | | $ | 2,560 | |
TOTAL ASSETS | | $ | 6,159 | | | $ | 2,560 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDER'S DEFICIT | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 28,328 | | | $ | 21,903 | |
Due to related party | | | 5,326 | | | | 5,326 | |
TOTAL LIABILITIES | | | 33,654 | | | | 27,229 | |
| | | | | | | | |
STOCKHOLDER'S DEFICIT | | | | | | | | |
Common stock, par value $0.001, 75,000,000 shares authorized, | | | | | | | | |
29,652,800 and 28,408,200 shares issued and outstanding, respectively | | | 29,653 | | | | 28,408 | |
Additional paid-in capital | | | 16,565 | | | | 11,651 | |
Accumulated deficit | | | (73,713 | ) | | | (64,728 | ) |
TOTAL STOCKHOLDER'S DEFICIT | | | (27,495 | ) | | | (24,669 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | | $ | 6,159 | | | $ | 2,560 | |
The accompanying notes are an integral part of these financial statements.
Lumiox, Inc.
Statement of Operations
| | Three months ended | |
| | January 31, 2017 | | | January 31, 2016 | |
| | | | | | |
REVENUES | | $ | - | | | $ | - | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
General and administrative | | | 435 | | | | 609 | |
Professional fees | | | 8,550 | | | | 9,600 | |
Total Operating Expenses | | | 8,985 | | | | 10,209 | |
NET LOSS BEFORE INCOME TAX | | | (8,985 | ) | | | (10,209 | ) |
Provision for income taxes | | | - | | | | - | |
NET LOSS | | $ | (8,985 | ) | | $ | (10,209 | ) |
| | | | | | | | |
Basic and Diluted Net Loss per Common Share | | $ | (0.00 | ) | | $ | (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding | | | 26,769,327 | | | | 25,000,000 | |
The accompanying notes are an integral part of these financial statements.
Lumiox, Inc.
Statements of Cash Flows
| | Three months ended | |
| | January 31, 2017 | | | January 31, 2016 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net loss | | $ | (8,985 | ) | | $ | (10,209 | ) |
Adjustment to reconcile net loss to net cash provided by operations: | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | | 6,425 | | | | 10,209 | |
Net cash used in operating activities | | | (2,560 | ) | | | - | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceed from issuance of common stock, net of share issuance costs | | | 6,159 | | | | - | |
Net cash provided by financing activities | | | 6,159 | | | | - | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 3,599 | | | | - | |
Cash and cash equivalents held in trust - beginning of period | | | 2,560 | | | | - | |
Cash and cash equivalents held in trust - end of period | | $ | 6,159 | | | $ | - | |
| | | | | | | | |
Supplemental Cash Flow: | | | | | | | | |
Cash paid for interest | | $ | - | | | $ | - | |
Cash paid for income taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
LUMIOX, INC.
Notes to the Audited Financial Statements
October 31, 2015
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
LUMIOX, INC. (the “Company”) is a Nevada corporation incorporated on July 18, 2014. It is based in Fernley, NV, USA, and the Company’s fiscal year end is October 31.
The Company intends to engage in the business of online light-lighting-distribution and Wholesale. To date, the Company’s activities have been limited to its formation and the raising of equity capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and presented in US dollars.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2017 and October 31, 2016, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's October 31, 2016 audited financial statements filed in form 10K on January 30, 2017. The results of operations for the period ended January 31, 2017 are not necessarily indicative of the operating results for the full years ending October 31, 2017.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the period ended January 31, 2017, the Company earned no revenues and had a net loss from operations of $8,985. At January 31, 2017, the Company had working capital deficiency of $27,495 and an accumulated deficit of $73,713. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - EQUITY
Authorized Stock
The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Common Shares
On August 14, 2014, the company issued 25,000,000 shares to an officer and director at $0.001 per for $25,000 cash.
During the year ended October 31, 2016, the Company issued 3,408,200 common shares to 19 unaffiliated investors for total proceeds of $17,041 and incurred share issuance costs of $1,982.
During the three months ended January 31, 2017, the Company issued 1,244,600 common shares to 7 unaffiliated investors for total proceeds of $6,223and incurred share issuance costs of $64.
As at January 31, 2017 and October 31, 2016, the Company had 29,652,800 and 28,408,200 shares issued and outstanding, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 14, 2014, the company issued 25,000,000 shares to an officer and director at $0.001 per for $25,000 cash.
As at January 31, 2017, and October 31, 2016, the Company was obligated to an officer and director, for an unsecured, non-interest bearing demand loan with a balance of $5,326, and $5,326, respectively.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company has no commitments or contingencies as of January 31, 2017.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 7 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through March 15, 2017.
Subsequent to January 31, 2017, a total of 1,619,888 shares were issued to nine investors for a total of $8,099.
Based on our evaluation no other material events have occurred that require disclosure.
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our company”, mean Lumiox, Inc. a Nevada corporation, unless otherwise indicated.
Corporate Overview
We were incorporated on July 18, 2014 in the State of Nevada. We intend to engage in the business of online light-lighting-distribution and Wholesale.
Our fiscal year end is October. Our business address is Office 7, Vaynor House 2, Vaynor Road Milford Haven, Pembrokeshire, UK SA73 2NB. The address of our agent for service in Nevada and registered corporate office is 564 Wedge Lane, Fernley, NV 89408. Our telephone number is 08081782620.
Results of Operations
The following table provides selected financial data about our company for the period ended January 31, 2017 and the year ended October 31, 2016.
| | January 31, 2017 | | | October 31, 2016 | |
Cash and cash equivalents held in trust | | $ | 6,159 | | | $ | 2,560 | |
Inventory | | $ | - | | | $ | - | |
Total Assets | | $ | 6,159 | | | $ | 2,560 | |
Total Liabilities | | $ | 33,654 | | | $ | 27,229 | |
Stockholders’ Deficit | | $ | (27,495 | ) | | $ | (24,669 | ) |
The following summary of our results of operations, for the three months ended January 31, 2017, should be read in conjunction with our financial statements, as included in this Form 10-Q.
| | Three Months Ended | |
| | January 31, 2017 | | | January 31, 2016 | |
| | | | | | |
REVENUES | | $ | - | | | $ | - | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
General and administrative | | | 435 | | | | 609 | |
Professional fees | | | 8,550 | | | | 9,600 | |
Total Operating Expenses | | | 8,985 | | | | 10,209 | |
NET LOSS BEFORE INCOME TAX | | | (8,985 | ) | | | (10,209 | ) |
Provision for income taxes | | | - | | | | - | |
NET LOSS | | $ | (8,985 | ) | | $ | (10,209 | ) |
Three months ending January 31, 2016:
For the three months ended January 31, 2017 and 2016, we had revenue of $0.
For the three months ended January 31, 2017, we incurred $435 in general and administrative expenses and $8,550 in professional fees, resulting in an operating and net loss of $8,985. For the three months ended January 31, 2016, we incurred $609 in general and administrative expenses and $9,600 in professional fees, resulting in an operating and net loss of $10,209. The professional fees were primarily related to our ongoing regulatory requirements.
Liquidity and Capital Resources
Currently we do not have sufficient capital to fund our operations and business development for the next 12 months.
To meet our need for cash we plan to raise funds from our Offering. On May 4, 2015, the Company's Registration Statement on Form S-1 was declared effective, which the Company is seeking to raise $80,000 under the Offering. The Company sold 3,408,200 shares at $0.005 per share during the year ended October 31, 2016. To date we have not developed our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our registration statement and ongoing regulatory expenses. The offering has not been closed at the date of the issuance of this quarterly report. For the three month period ending January 31, 2017, 1,064,600 shares were issued to seven individual investors for proceeds of $6,223.
To date we have had minimal develop of our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our registration statement and ongoing regulatory expenses.
As at January 31, 2017, our cash balance was $6,159 and we had current liabilities $33,654.
We had no material commitments for capital expenditures as of January 31, 2017.
We have no known demands or commitments, and we are not aware of any events or uncertainties as of January 31, 2017 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Working Capital
| | January 31, 2017 | | | October 31, 2016 | |
Current Assets | | $ | 6,159 | | | $ | 2,560 | |
Current Liabilities | | $ | 33,654 | | | $ | 27,229 | |
Working Capital | | $ | (27,495 | ) | | $ | (24,669 | ) |
Cash Flows
| | Three Months Ended | | | Three Months Ended | |
| | January 31, 2017 | | | January 31, 2016 | |
Cash Flows used in Operating Activities | | $ | (2,560 | ) | | $ | - | |
Cash Flows from Investing Activities | | | - | | | | - | |
Cash Flows from Financing Activities | | | 6,159 | | | | - | |
Net Decrease in Cash During Period | | $ | 3,599 | | | $ | - | |
As at January 31, 2017 our company’s cash balance was $6,159 and total assets were $6,159. As at October 31, 2016, our company’s cash balance was $2,560 and total assets were $2,560.
As at January 31, 2017, our company had total liabilities of $33,654, compared with total liabilities of $27,229 as at October 31, 2016.
As at January 31, 2017, our company had working capital deficiency of $27,495 compared with working capital deficiency of $24,669 as at October 31, 2016. The decrease in working capital was primarily attributed to an increase in accounts payable and accrued liabilities.
Cash Flow from Operating Activities
During the three months ended January 31, 2017, our company used $2,560 in cash from operating activities, compared to $0 cash used in operating activities during the three months ended January 31, 2016. The cash used from operating activities for the three months ended January 31, 2017 was attributed to an increase in accounts payable of $6,425.
Cash Flow from Investing Activities
The company did not use any funds for investing activities in the three months ended January 31, 2017 or the three months ended January 31, 2016.
Cash Flow from Financing Activities
The company received $6,169 in the three months ended January 31, 2017 related to the proceeds from issuance of common shares. The Company had no financing activities for the three months ended January 31, 2016.
Off-Balance Sheet Arrangements
We have no 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 is material to stockholders.
Critical Accounting Policies
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to our limited number of officers and members of the Board of Directors.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2017, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are included as part of this report:
____________
* XBRL 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.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LUMIOX, INC. | |
| (Registrant) | |
| | |
| Dated: March 17, 2017 | By: | /s/ Michael Paul Jarvie | |
| | Michael Paul Jarvie | |
| | President, Chief Executive Officer, Chief Financial Officer and Director | |
| | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |
