UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017
Commission File Number 333-203754
T-BAMM |
(Exact name of registrant as specified in its charter) |
Nevada | | 47-3176820 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
16th Floor, Building #2, No.1250, Zhongshan North 1st Road, Hongkou District, Shanghai City, China
(Address of principal executive offices)(Zip Code)
+86 021 31839888
(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. ¨ 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) | Emerging growth company | x |
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. ¨
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:
As of February 22, 2018, there were 75,000,000 shares of common stock issued and outstanding.
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
T-BAMM
FINANCIAL STATEMENTS
November 30, 2017
T-BAMM
CONDENSED BALANCE SHEETS
| | November 30, | | | February 28, | |
| | 2017 | | | 2017 | |
ASSETS | | (UNAUDITED) | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | | $ | - | | | $ | 140 | |
Total Assets | | | - | | | | 140 | |
| | | | | | | | |
| | | | | | | | |
LIABILITIES AND (Deficit) | | | | | | | | |
Current Liabilities | | | | | | | | |
Accrued expenses | | $ | 12,203 | | | $ | 353 | |
Due to related parties | | | 14,492 | | | | 50,313 | |
Total Current Liabilities | | | 26,695 | | | | 50,666 | |
| | | | | | | | |
Total Liabilities | | | 26,695 | | | | 50,666 | |
| | | | | | | | |
Stockholders’ (Deficit) | | | | | | | | |
Common stock, par value $0.001; 75,000,000 shares authorized, 48,750,000 shares issued and outstanding at November 30, 2017 and February 28, 2017 | | | 48,750 | | | | 48,750 | |
Additional paid-in capital | | | 10,663 | | | | (40,000 | ) |
Accumulated deficit | | | (86,108 | ) | | | (59,276 | ) |
Total Stockholders’ (deficit) | | | (26,695 | ) | | | (50,526 | ) |
| | | | | | | | |
Total Liabilities and Stockholders’ (Deficit) | | $ | - | | | $ | 140 | |
The accompanying notes are an integral part of these condensed financial statements.
T-BAMM
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | Three months ended November 30, 2017 | | | Three months ended November 30, 2016 | | | Nine months ended November 30, 2017 | | | Nine months ended November 30, 2016 | |
| | | | | | | | | | | | |
Sales, net | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
General and administrative expenses | | | 6,193 | | | | 2,175 | | | | 26,832 | | | | (31,022 | ) |
Loss from operations | | | (6,193 | ) | | | (2,175 | ) | | | (26,832 | ) | | | (31,022 | ) |
| | | | | | | | | | | | | | | | |
Loss before income tax | | | (6,193 | ) | | | (2,175 | ) | | | (26,832 | ) | | | (31,022 | ) |
Provision for income tax | | | - | | | | - | | | | - | | | | - | |
Net loss | | $ | (6,193 | ) | | $ | (2,175 | ) | | $ | (26,832 | ) | | $ | (31,022 | ) |
Net loss per common share | | | | | | | | | | | | | | | | |
Basic and Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding; Basic and Diluted | | | 48,750,000 | | | | 48,750,000 | | | | 48,750,000 | | | | 48,750,000 | |
The accompanying notes are an integral part of these condensed financial statements.
T-BAMM
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | Nine Months Ended November 30, | |
| | 2017 | | | 2016 | |
Cash flows from operating activities | | | | | | |
Net loss | | $ | (26,832 | ) | | $ | (31,022 | ) |
Changes in assets and liabilities: | | | | | | | | |
Increase (decrease) in accrued expenses | | | 11,850 | | | | (726 | ) |
Increase in due to related parties | | | 14,842 | | | | 24,300 | |
Net cash used in operating activities | | | (140 | ) | | | (7,448 | ) |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (140 | ) | | | (7,448 | ) |
| | | | | | | | |
Cash and cash equivalents | | | | | | | | |
Beginning | | | 140 | | | | 7,671 | |
Ending | | $ | - | | | $ | 223 | |
| | | | | | | | |
Supplemental disclosure of cash flows | | | | | | | | |
Cash paid during the year for: | | | | | | | | |
Income tax | | $ | - | | | $ | - | |
Interest expense | | $ | - | | | $ | - | |
| | | | | | | | |
Non-cash financing and investing activities | | | | | | | | |
Related party debt forgiven | | $ | 50,663 | | | $ | - | |
The accompanying notes are an integral part of these condensed financial statements.
T-BAMM
CONDENSED NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017 (UNAUDITED) |
| 1– NATURE OF OPERATIONS AND GOING CONCERN |
T-Bamm was incorporated in the State of Nevada as a for-profit Company on February 19, 2015 and established a fiscal year end of February 28. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company is organized to sell Bamboo T-Shirts over the internet.
Going Concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $86,108. As of November 30, 2017 and February 28, 2017, the Company had a working capital deficit of $26,695 and $50,526, respectively. 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. As of November 30, 2017, the Company has issued 1,000,000,000 shares at $0.000005 per share to founding shareholder for net proceeds of $5,000, of which 970,000,000 restricted common shares was returned to treasury by founding shareholder and the shares were subsequently cancelled by the Company, and private placements of 18,750,000 common shares at $0.0002 per share for net proceeds of $3,750. 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 in the United States of America for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by generally accepted accounting principles of the United States of America 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 February 28, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. 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 nine months ended November 30, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America 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.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short term maturities.
T-BAMM
CONDENSED NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017 (UNAUDITED) |
Loss Per Common Share
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net 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 loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. For the nine months ended November 30, 2017 and 2016, 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. The Company has not adopted a stock option plan and has not granted any stock options. As at November 30, 2017 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.
Classification
Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
The Company’s capitalization is comprised of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On February 26, 2015, the Company issued 1,000,000,000 common shares at $0.000005 ($0.001 pre-split) per share to the sole director and President of the Company for cash proceeds of $5,000.
During December 2015, the Company issued 18,750,000 shares of its common stock at $0.0002 ($0.04 pre-split) for $3,750 in cash.
On January 25, 2016, 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 new common shares for 1 old common shares. 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 January 25, 2016, the founding shareholder returned 970,000,000 (4,850,000 pre-split) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company.
T-BAMM
CONDENSED NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2017 (UNAUDITED) |
NOTE 4 – RELATED PARTY TRANSACTIONS |
During the nine months ended November 30, 2017, the Company received cash advances of $350 from its former CEO for working capital purpose. The amounts due to the related party were unsecured, non-interest bearing, and with no set terms of repayment. On May 31, 2017, the former CEO of the Company forgave all the related party loan to the Company in a total of $50,663. This is reflected an increase in Additional-Paid-In-Capital in the financial statements.
During the nine months ended November 30, 2017, the Company received cash advances in an aggregate of $14,492 from a shareholder of the Company for working capital purpose. As of November 30, 2017, the total amount owing to the shareholder of the Company was $14,492. The outstanding balances due to the related parties are unsecured, non-interest bearing, and with no set terms of repayment.
NOTE 5 – SUBSEQUENT EVENT |
On Dec 14, 2017, the Company sold its common stock in an aggregate of 26,700,000 shares at a price of $0.001 per share to nineteen (19) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, pursuant to the closing of a private placement, for aggregate gross proceeds of US$26,700.
Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of November 30, 2017 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
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 November 30, 2017 and November 30, 2016, we had no revenue. Expenses for the three months ended November 30, 2017 totaled $6,193 resulting in a Net Loss of $6,193. The Net Loss for the three months ended November 30, 2017 was a result of General and Administrative expense of $6,193 comprised primarily of professional fees, filing fees, and transfer agent expenses. Expenses for the comparative three months ended November 30, 2016 totaled $2,175, resulting in a Net Loss of $2,175. The Net Loss for the three months ended November 30, 2016 was a result of General and Administrative expenses of $2,175 comprised primarily of professional fees, filing fees, and transfer agent expenses. The increase in expenses between the three month periods November 30, 2017 and 2016 was mainly attributable to an increase in accounting fees.
For the nine month period ended November 30, 2017 and November 30, 2016, we had no revenue. Expenses for the nine months ended November 30, 2017 totaled $26,832 resulting in a Net Loss of $26,832. The Net Loss for the nine months ended November 30, 2017 was a result of General and Administrative expense of $26,832 comprised primarily of professional fees, filing fees, and transfer agent expenses. Expenses for the comparative nine months ended November 30, 2016 totaled $31,022, resulting in a Net Loss of $31,022. The Net Loss for the nine months ended November 30, 2017 was a result of General and Administrative expenses of $31,022 comprised primarily of professional fees, filing fees and transfer agent expenses. The decrease in expenses between the nine month periods ending November 30, 2017 and 2016 was primarily due to a decrease in legal and professional fees.
Liquidity and Capital Resources
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 November 30, 2017 and February 28, 2017, we had $0 and $140 in cash, respectively. As of November 30, 2017, we had working capital deficit of $26,695 as compared to working capital deficit of $50,526 as of February 28, 2017. The decrease in working capital deficiency was mainly due to the debt forgiven of $50,663 from our former CEO. This is reflected in the financial statements as a credit to Additional-Paid-In-Capital. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.
Net cash used in operating activities was $140 during the nine months ended November 30, 2017, as compared to $7,448 for the nine months ended November 30, 2016, representing a decrease of $7,308. The decrease in net cash used in operating activities for the nine months ended November 30, 2017 was primarily due to the increase in accrued expenses.
Net change in cash and cash equivalents was a decrease of $140 for the nine months ended November 30, 2017, compared to a decrease of $7,448 for the nine months ended November 30, 2016.
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
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 November 30, 2017, 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 November 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
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. Mining Safety Disclosures.
None
Item 5. Other Information.
On July 10, 2017 the Board of Directors of the Company approved the changing of the Company’s auditor’s to KCCW Accounting Corp.
Item 6. Exhibits.
_________
* Included in Exhibit 31.1
** Included in Exhibit 32.1
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.
| | T-BAMM (Registrant) | |
| | | | |
| Date: February 22, 2018 | By: | /s/ Jack Chen | |
| | Jack Chen | |
| | | President and Director | |
| | | Principal and Executive Officer Principal Financial Officer Principal Accounting Officer | |
