U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 30, 2018
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _________ to ________.
Commission file number:333-209429
UNLEASHED, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 36-4811250 |
| (State of Incorporation) | | (I.R.S. Employer I.D. Number) |
Rastislavova 12, 949 01 Nitra, Slovakia
(Address of principal executive offices) (Zip Code)
Issuer’s telephone number:+42 123 300 6760
Securities registered under Section 12 (b) of the Act:
| Title of each class to be registered | | Name of exchange on which each class is to be registered |
| None | | None |
Securities registered under Section 12(g) of the Act:
None
(Title of Class)
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 ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☐ No (Currently inapplicable to Registrant)
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 ☒ |
| (Do not check if a smaller reporting company) | Emerging Growth Company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the securities act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No
The number of shares issued and outstanding of issuer’s common stock, $.001 par value, as of August 20, 2018 was 28,070,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
| | | Page |
| PART I – FINANCIAL INFORMATION |
| | | |
| Item 1: | Financial Statements (unaudited) | 1 |
| Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4: | Controls and Procedures | 10 |
| | | |
| PART II – OTHER INFORMATION |
| | | |
| Item 1: | Legal Proceedings | 11 |
| Item 1A: | Risk Factors | 11 |
| Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3: | Defaults Upon Senior Securities | 11 |
| Item 4: | Mine Safety Disclosures | 11 |
| Item 5: | Other Information | 11 |
| Item 6: | Exhibits | 11 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows:
| 2 | | Balance Sheet as of June 30, 2018 and March 31, 2018 (unaudited); |
| 3 | | Statements of Comprehensive Loss for the three months ended June 30, 2018 and 2017 (unaudited); |
| 4 | | Statements of Cash Flows for the three months ended June 30, 2018 and 2017 (unaudited); and |
| 5 | | Notes to the unaudited Financial Statements. |
Unleashed Inc.
Condensed Balance Sheets
| | | June 30, | | | March 31, | |
| | | 2018 | | | 2018 | |
| | | (Unaudited) | | | | |
| ASSETS | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | 17,125 | | | $ | 25,805 | |
| Inventories | | | 850 | | | | 904 | |
| Total Current Assets | | | 17,975 | | | | 26,709 | |
| Fixed Assets | | | | | | | | |
| Property and Equipment, net of accumulated depreciation of $1,082 and $668, respectively. | | | 136 | | | | 225 | |
| TOTAL ASSETS | | $ | 18,111 | | | $ | 26,934 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Liabilities | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable | | $ | 15,705 | | | $ | 7,997 | |
| Total Current Liabilities | | | 15,705 | | | | 7,997 | |
| Total Liabilities | | | 15,705 | | | | 7,997 | |
| | | | | | | | | |
| Commitment & Contingencies | | | | | | | | |
| | | | | | | | | |
| Stockholders' Equity | | | | | | | | |
| Common stock, $0.001 par value, 100,000,000 shares authorized; 28,070,000 and 28,070,000 issued and outstanding as of June 30, 2018 and March 31, 2018 respectively | | | 28,070 | | | | 28,070 | |
| Additional paid-in capital | | | 54,615 | | | | 54,615 | |
| Accumulated deficit | | | (79,231 | ) | | | (63,371 | ) |
| Accumulated other comprehensive loss | | | (1,048 | ) | | | (377 | ) |
| Total Stockholders' Equity | | | 2,406 | | | | 18,937 | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 18,111 | | | $ | 26,934 | |
The accompanying notes are an integral part of these financial statements.
Unleashed Inc.
Condensed Statements of Comprehensive Loss
(Unaudited)
| | | Three Months | | | Three Months | |
| | | Ended | | | Ended | |
| | | June 30, | | | June 30, | |
| | | 2018 | | | 2017 | |
| | | | | | | |
| Revenues | | $ | - | | | $ | 183 | |
| | | | | | | | | |
| Cost of Goods Sold | | | - | | | | 85 | |
| | | | | | | | | |
| Gross Profit (Loss) | | | - | | | | 98 | |
| | | | | | | | | |
| Operating Expenses | | | | | | | | |
| Depreciation expense | | | 78 | | | | 73 | |
| General and administrative expenses | | | 815 | | | | 495 | |
| Professional Fees | | | 14,967 | | | | 1,120 | |
| Total Operating Expenses | | | 15,860 | | | | 1,688 | |
| | | | | | | | | |
| Loss before Provision for Income Taxes | | | (15,860 | ) | | | (1,590 | ) |
| | | | | | | | | |
| Provision for Income Taxes | | | - | | | | - | |
| | | | | | | | | |
| Net Loss | | $ | (15,860 | ) | | $ | (1,590 | ) |
| | | | | | | | | |
| Other Comprehensive Income (Loss) | | | | | | | | |
| Foreign currency translation adjustment | | | (874 | ) | | | 1,952 | |
| Total Comprehensive Loss | | $ | (16,734 | ) | | $ | 362 | |
| | | | | | | | | |
| Net Loss per Share: Basic and Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | |
| Weighted Average Number of Shares Outstanding: Basic and Diluted | | | 28,070,000 | | | | 28,044,945 | |
The accompanying notes are an integral part of these financial statements.
Unleashed Inc.
Condensed Statements of Cash Flows
(Unaudited)
|
| Three Months |
|
| Three Months |
|
| | | Ended | | | Ended | |
| | | June 30, | | | June 30, | |
| | | 2018 | | | 2017 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net loss | | $ | (15,860 | ) | | $ | (1,590 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | |
| Depreciation and amortization expense | | | 78 | | | | 73 | |
| Changes in: | | | | | | | | |
| Accounts payable | | | 8,607 | | | | 790 | |
| Inventories | | | - | | | | 81 | |
| Net cash (used in) operating activities | | | (7,175 | ) | | | (646 | ) |
| | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| Net cash used in investing activities | | | - | | | | - | |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Payment of investor loan | | | - | | | | (3,360 | ) |
| Proceeds from sale of common stock | | | - | | | | 3,950 | |
| Net cash provided by financing activities | | | - | | | | 590 | |
| | | | | | | | | |
| Effect of exchange rate changes on cash | | | (1,505 | ) | | | 1,272 | |
| | | | | | | | | |
| Changes in cash during the period | | | (8,680 | ) | | | 1,216 | |
| | | | | | | | | |
| Cash at beginning of period | | | 25,805 | | | | 39,863 | |
| | | | | | | | | |
| Cash at end of period | | $ | 17,125 | | | | 41,079 | |
| | | | | | | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | |
| Cash paid for taxes | | $ | - | | | | - | |
| Cash paid for interest | | $ | - | | | | - | |
The accompanying notes are an integral part of these financial statements.
Unleashed Inc.
Notes to the Condensed Unaudited Financial Statements
For the Three Months Ended June 30, 2018
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
We were incorporated as Unleashed Inc. (the Company) on March 5, 2015 in the State of Nevada for the purpose of designing, distributing and selling swim, surf and open water related products to customers.
Mr. Ridding operated the business as a sole proprietor under the dba “Unleashed Hardware Inc.” He started the business on December 2, 2014 when he purchased a computer, started working on product designs, and the Company’s website. Mr. Ridding contributed the business assets and liabilities of his sole proprietorship into Unleashed Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company has elected March 31 as its fiscal year end.
Basis of presentation
The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K.
Earnings (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Unleashed Inc.
Notes to the Condensed Unaudited Financial Statements
For the Three Months Ended June 30, 2018
Foreign Currency Translation
The functional currency of the Company is Great British Pounds (GBP). Monetary assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. While nonmonetary assets and liabilities in addition to common stock and additional paid in capital are translated at historical rate. Revenues, expenses and retained earnings are translated using the average exchange rates during each period. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss in stockholders’ equity. As of June 30, 2018, these amounts were immaterial, and the total foreign currency translation gains included in accumulated comprehensive loss was $1,048.
| | | USD/GBP | | | | | GBP/USD | |
| Period Average | | | 0.7354 | | | Period Average | | | 1.3606 | |
| 30-Jun-18 | | | 0.7579 | | | 30-Jun-18 | | | 1.3193 | |
Recent Accounting Pronouncements
Beginning April 1, 2017, we implemented ASC 606. Although the new revenue standard is expected to have an immaterial impact on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
NOTE 3 - PROPERTY AND EQUIPMENT
Property consists of equipment purchased for the production of revenues. As of:
| | | June 30,
2018 | | | March 31,
2018 | |
| Equipment | | $ | 1,218 | | | $ | 1,296 | |
| Less accumulated depreciation | | | (1,082 | ) | | | (1,071 | ) |
| Equipment, net | | $ | 136 | | | $ | 225 | |
Assets are depreciated over their useful lives beginning when placed in service. Depreciation expenses were $78 and $73 for the three months ended June 30, 2018 and 2017, respectively.
NOTE 4 - INCOME TAXES
The Company has approximately $79,250 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2035. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
Unleashed Inc.
Notes to the Condensed Unaudited Financial Statements
For the Three Months Ended June 30, 2018
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company is not presently involved in any litigation.
NOTE 6 - GOING CONCERN
As set forth on the Company’s balance sheet, its assets total $18,111 and $26,934 as of June 30, 2018 and March 31, 2018 respectively, to which there have been no adjustments. These amounts do not provide adequate working capital for the Company to successfully operate its business and to service its debt. Expenses incurred to the date of this prospectus are being recorded on the Company’s books as they occur. This raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital. Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Mr. Ridding and from equity funding. However, there can be no assurances that management’s plans will be successful.
NOTE 7 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
On March 5, 2015, the Company’s founder, President and CEO, Anthony Ridding, acquired 15,000,000 common shares issued by the Company, at a price of $0.001 per share.
NOTE 8 - CAPITAL STOCK
There were 28,070,000 and 28,070,000 shares of common stock issued and outstanding at June 30, 2018 and March 31, 2018 respectively. There were no shares of preferred stock issued and outstanding at June 30, 2018.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2018 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis.
Forward-Looking Statements
Management’s statements contained herein are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
We were incorporated as Unleashed Inc. on March 5, 2015 in the State of Nevada for the purpose of designing, distributing and selling swim, surf and open water related products to customers. Our office address is Rastislavova 12, 949 01 Nitra, Slovakia, our phone is +42 123 300 6760 and our website is www.unleashedhardware.com.
Commencing in December 2014, Mr. Anthony Ridding, our founder and Chief Executive Officer, initially operated the business as a sole proprietor under the dba “Unleashed Hardware Inc.” Thereafter, on or about March 5, 2015, he contributed the business assets and liabilities of his sole proprietorship to the Company. The first sales occurred in August 2015.
Since inception the Company has successfully designed, tested and refined our Stand Up Paddleboard and Swim Tow Floats outsourced to manufacturers in China, created and launched our website www.unleashedhardware.com, established distribution channels for our products through our web-site and other third parties, and commenced the commercial sale of our products. The first sales of both of these products occurred in August 2015. We currently produce and sell two main products:
(1)Stand-up Paddleboard. Our stand up paddleboard (referred to as SUP) is inflatable and made from reinforced PVC. The device includes a carbon fiber paddle, hand pump, removable fin, carry bag, and repair kit. The board is 11 feet in length and designed for use by individuals with a weight of up to 120 Kgs (265 lbs).
(2)Dry Bag and Tow Float. Our dry bag and tow float is an inflatable floatation device with dry storage. The bag consists of a two-part inflatable 35liter storage system, connected to the swimmers waist by straps and towed behind by a leash. Storage is typically used for items such as food, clothing and communication devices. From a safety aspect, the bag can be used as a flotation device for fatigued swimmers and is bright orange in color to act as a safety beacon to other water users. The design of the product allows for participants to function without disruption to swimming.
Our products have been designed in Slovakia by our President and manufactured in China. In addition, our products are currently distributed from the UK and payment taken in pounds sterling. We have payment facilities on our website, eBay and a number of products for sale in retail outlets on a sale or return basis.
Results of Operations for the three months to June 30, 2018
Revenues
Our total revenue reported for the three months ended June 30, 2018 was $0 compared with $183 for the three months to June 30, 2017. Most of our revenues have occurred on third-party e-commerce sites and via our e-commerce website.
We expect revenues to increase for the year ended March 31, 2019 as a result of planned improved marketing and increased production. Subject to our ability to raise sufficient funds, we hope to develop our own e-commerce site in an effort to increase revenues.
Cost of Goods Sold
Our cost of goods sold for the three months to June 30, 2018 was $0 compared with $85 for the three months to June 30, 2017.
Gross Profit/(loss)
Gross profit for the three months to June 30, 2018 was $0 compared with the gross profit for the three months to June 30, 2017 of $98.
Operating Expenses
Operating expenses were $15,860 and $1,688 for the three months to June 30, 2018 and 2017 respectively.
Our operating expenses for the three months to June 30, 2018 consisted of depreciation in the amount of $78, general and administrative expenses of $815 and professional fees of $14,967.
Our operating expenses for the three months to June 30, 2017 consisted of depreciation in the amount of $73, general and administrative expenses of $495 and professional fees of $1,120.
We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.
Net Loss
Net losses for the three months to June 30, 2018 and 2017 were $15,860 and $1,590 respectively.
Liquidity and Capital Resources
As of June 30, 2018, we had total current assets of $17,975, consisting of cash and inventories. We had current liabilities of $15,705 as of June 30, 2018. Accordingly, we had a working capital surplus of $2,270 as of June 30, 2018.
Operating activities used $7,175 in cash for the three months to June 30, 2018.
Our ability to operate beyond March 31, 2019, is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Going Concern
Our assets at June 30, 2018 total $18,111. This amount does not provide adequate working capital for us to successfully operate our business. Expenses incurred to the date of this prospectus are being recorded our books as they occur. This raises substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital. Management believes that we will be able to operate for the coming year by obtaining loans from Mr. Ridding and from equity funding. However, there can be no assurances that management’s plans will be successful.
Off Balance Sheet Arrangements
As of June 30, 2018, there were no off balance sheet arrangements.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we undertook an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that such disclosure controls and procedures were not effective to ensure (a) that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.
Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting during the first quarter of the fiscal year ended March 31, 2019 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
This annual report on Form 10-Q for the quarter to June 30, 2018 does not include an auditor attestation report on our internal controls over financial reporting in as much as no attestation report was required under the rules of the Securities and Exchange Commission applicable to us as in effect at that time.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A. Risk Factors
A smaller reporting company is 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
SIGNATURES
In accordance with Section 13 or 15(d) 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.
| UNLEASHED INC. | |
| | |
| By: | /s/ Anthony Ridding | |
| | Anthony Ridding President, Chief Executive Officer,
Principal Executive Officer and Director | |
Date: August 20, 2018
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Anthony Ridding | |
| | Anthony Ridding President, Chief Executive Officer,
Principal Executive Officer and Director | |
Date: August 20, 2018
| By: | /s/ Candice Tomkins | |
| | Candice Tomkins Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director | |
Date: August 20, 2018
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