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 September 30, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________
Commission file number: 333-189414
VORTEX BLOCKCHAIN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Nevada
80-0899451
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
31C Principal Torre Alta
San Felipe, Puerto Plata
Dominican Republic EH009E3
(Address of principal executive offices and zip code)
(809) 223-2353
(Registrants 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? 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
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer
, a non-accelerated filer, a smaller reporting
company or an emerging growth company.
See the definitions of large accelerated filer,
accelerated filer, smaller reporting company
and emerging growth company in
Rule 12b-2 of the Exchange Act.
?
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller reporting company
?
Emerging growth company
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).
?Yes? No
Indicate the number of shares outstanding
of each of the issuers classes of
common stock, as of the latest practicable date.
Class
Outstanding at February 6, 2019
Common stock, $0.00001 par value
75,500,000
Vortex Blockchain Technologies Inc.
Form 10-Q
For the Three and Six Months
Ended September 30, 2018
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
3
Item 2.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures
About Market Risk
19
Item 4.
Controls and Procedures
19
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
21
Item 1A.
Risk Factors
21
Item 2.
Unregistered Sales of Equity
Securities and Use of Proceeds
21
Item 3.
Defaults Upon Senior Securities
21
Item 4.
Mine Safety Disclosures
21
Item 5.
Other Information
21
Item 6.
Exhibits
21
Signatures
22
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q
contains forward-looking statements
within the meaning of the
safe harbor provisions of the
Private Securities Litigation
Reform Act of 1995. Reference
is made in particular to the
description of our plans and
objectives for future operations,
assumptions underlying such plans
and objectives, and other
forward-looking statements included
in this report. Such statements may
be identified by the use of
forward-looking terminology such
as may, will, expect,
believe, estimate, anticipate,
intend, continue, or similar
terms, variations of such terms or
the negative of such terms. Such
statements are based on managements
current expectations and are subject
to a number of factors and uncertainties,
which could cause actual results to
differ materially from those described
in the forward-looking statements.
Such statements address future events
and conditions concerning, among
others, capital expenditures, earnings,
litigation, regulatory matters,
liquidity and capital resources,
and accounting matters. Actual
results in each case could differ
materially from those anticipated
in such statements by reason of
factors such as future economic
conditions, changes in consumer
demand, legislative, regulatory
and competitive developments in
markets in which we operate,
results of litigation, and other
circumstances affecting anticipated
revenues and costs, and the risk
factors set forth in our Annual Report
on Form 10-K filed on July 16, 2018.
As used in this Form 10-Q,
we, us, and our refer to
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation),
a Nevada corporation, which is also
sometimes referred to as the
Company herein.
YOU SHOULD NOT PLACE UNDUE R
ELIANCE ON THESE FORWARD LOOKING
STATEMENTS
The forward-looking statements
made in this report on Form 10-Q
relate only to events or information
as of the date on which the statements
are made in this report on Form 10-Q.
Except as required by law, we undertake
no obligation to update or revise
publicly any forward-looking statements,
whether as a result of new information,
future events, or otherwise, after the
date on which the statements are made
or to reflect the occurrence of
unanticipated events. You should
read this report and the documents
that we reference in this report,
including documents incorporated by
reference, completely and with the
understanding that our actual
future results may be materially
different from what we expect or hope.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements.
VORTEX BLOCKCHAIN TECHNOLOGIES INC.
FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2018
VORTEX BLOCKCHAIN TECHNOLOGIES INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
SEPTEMBER 30, 2018
Balance Sheets as of
September 30, 2018 (unaudited)
and March 31, 2018
F - 2
Statements of Operations for the
three and six month period ended
September 30, 2018 and 2017 (unaudited)
F - 3
Statements of Cash Flows for the six month
period ended September 30, 2018 and 2017
(unaudited)
F - 4
Notes to the Financial Statements (unaudited)
F - 5
F-1
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Balance Sheets
September 30, 2018 and March 31, 2018
September 30, 2018
(Unaudited)
March 31, 2018
ASSETS
Current Assets
Cash
$ -
$ -
Prepaid expense
-
1,387
Total Assets
$ -
$ 1,387
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Liabilities
$ 238,918
$ 89,078
Accounts Payable - Related Party
39,470
37,970
Due to Directors
102,643
71,173
Total Liabilities
381,031
198,221
Stockholders Equity (Deficit)
Common Stock (200,000,000 shares authorized,
par value 0.00001, 21,000,000 shares outstanding)
211
211
Stock to be issued
750,000
750,000
Stock receivable
(750,000)
(750,000)
Additional Paid in Capital
228,829
223,775
Accumulated deficit
(610,071)
(420,820)
Total Stockholders Equity (Deficit)
(381,031)
)
(196,834)
)
Total Liabilities and Stockholders
Equity (Deficit)
$ -
$ 1,387
F-2
(The Accompanying Notes are an
Integral Part of These Financial Statements)
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Statements of Operations
For the Three and Six Month Period
Ended September 30, 2018 and 2017 (Unaudited)
Three Month
Period Ended
September 30,
2018
Six Month
Period Ended
September 30,
2018
Three Month
Period Ended
September 30,
2017
Six Month
Period Ended
September 30,
2017
Operating Expenses
Legal and accounting
$ 15,873
$ 178,432
$ 41,134
$ 42,792
General and administrative
2,871
5,766
1,200
4,200
Total Operating Expenses
18,744
184,198
42,334
46,992
Other Expense
Imputed interest expense
2,804
5,053
1,160
2,203
Net Loss
$ (21,548)
$ (189,251)
$ (43,494)
$ (49,195)
Net Loss Per Common Share Basic and Diluted
$ (0.00)
$ (0.01)
$ (0.00)
$ (0.00)
Weighted Average Number of Common Shares Outstanding
21,000,000
21,000,000
84,750,000
84,750,000
F-3
(The Accompanying Notes are an
Integral Part of These Financial Statements)
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Statements of Cash Flows
For the Six Month Period
Ended September 30, 2018 and 2017 (Unaudited)
Six Month Period Ended September 30, 2018
Six Month Period Ended September 30, 2017
Operating Activities
Net loss
$ (189,251)
$ (49,195)
Adjustment to reconcile net loss to net cash used by operating activities:
Imputed interest
5,053
2,203
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities
151,340
41,742
Prepaid expense
1,387
Net Cash Used in Operating Activities
(31,471)
(5,250)
Financing Activities
Proceeds from director
31,471
5,250
Net Cash Provided by Financing Activities
31,471
5,250
Increase (Decrease) in Cash
0
0
Cash - Beginning of Period
0
0
Cash - End of Period
$ 0
$ 0
Supplemental Disclosure of Cash Flow information
Interest
$ -
$ -
Income taxes
$ -
$ -
F-4
(The Accompanying Notes are an Integral Part of These Financial Statements)
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 1 NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
UA Granite Corporation (the Company)
was incorporated on February 14, 2013
in the State of Nevada.
The Company does not have any revenues
and has incurred losses since inception.
Currently, the Company has no operations,
has been issued a going concern opinion,
and relies upon the sale of our securities
and loans from its sole officer and
director to fund operations.
GOING CONCERN
These financial statements have been
prepared on a going concern basis,
which implies the Company will continue
to meet its obligations and continue
its operations for the next fiscal year.
Realization value may be substantially
different from carrying values as shown
and these financial statements do not
include any adjustments to the recoverability
and classification of recorded asset amounts
and classification of liabilities that
might be necessary should the Company be
unable to continue as a going concern.
As of September 30, 2018, the Company has
a working capital deficiency, has not generated
revenues and has accumulated losses since inception.
The continuation of the Company as a going
concern is dependent upon the continued financial
support from its shareholders, the ability of
the Company to obtain necessary equity
financing to continue operations, and the
attainment of profitable operations.
These factors raise substantial doubt
regarding the Companys ability to continue
as a going concern.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and related
notes are presented in accordance with
accounting principles generally accepted
in the United States, and are expressed
in U.S. dollars. The Companys fiscal
year-end is March 31.
USE OF ESTIMATES
The preparation of financial statements
in accordance with U.S. generally accepted
accounting principles requires management
to make estimates and assumptions that
affect the reported amounts of assets
and liabilities at the date of the
financial statements and the reported
amounts of net revenue and expenses in
the reporting period. We regularly
evaluate our estimates and assumptions
related to the useful life and recoverability
of long-lived assets, stock-based
compensation and deferred income tax asset
valuation allowances. We base our
estimates and assumptions on current
facts, historical experience and various
other factors that we believe to be
reasonable under the circumstances,
the results of which form the basis
for making judgments about the carrying
values of assets and liabilities and
the accrual of costs and expenses that
are not readily apparent from other
sources. The actual results experienced
by us differ materially and adversely
from our estimates. To the extent there
are material differences between our
estimates and the actual results, our
future results of operations will be affected.
RECLASSIFICATION
The 2018 financial statements have been
reclassified to conform to the 2019 presentation.
F-5
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments
with original maturities of three months or
less when acquired, to be cash equivalents.
We had no cash equivalents at September 30, 2018
or March 31, 2018.
INCOME TAXES
The Company accounts for income taxes
under the provisions issued by the FASB
which requires recognition of deferred
tax liabilities and assets for the
expected future tax consequences of
events that have been included in the
financial statements or tax returns.
Under this method, deferred tax liabilities
and assets are determined based on the
difference between the financial statement
and tax bases of assets and liabilities
using enacted tax rates in effect for
the year in which the differences are
expected to reverse. The Company computes
tax asset benefits for net operating
losses carried forward. The potential
benefit of net operating losses has not
been recognized in these financial
statements because the Company cannot
be assured it is more likely than not
it will utilize the net operating
losses carried forward in future years.
LOSS PER COMMON SHARE
The Company reports net loss per share in
accordance with provisions of the FASB.
The provisions require dual presentation
of basic and diluted loss per share.
Basic net loss per share excludes the
impact of common stock equivalents.
Diluted net loss per share utilizes the
average market price per share when
applying the treasury stock method in
determining common stock equivalents.
As of September 30, 2018, and March 31, 2018,
there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, Fair Value Measurements
and Disclosures, the Company is required to
estimate the fair value of all financial instruments
included on its balance sheets as of September 30, 2018
and March 31, 2018. The Companys financial instruments
consist of cash. The Company considers the
carrying value of such amounts in the financial
statements to approximate their fair value due
to the short-term nature of these financial instruments.
F-6
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued
RECENTLY ISSUED ACCOUNTING STANDARDS
a) Recently Adopted Accounting Standards
In June 2014, ASU guidance was issued to
resolve the diversity of practice relating
to the accounting for stock based
performance awards that the performance
target could be achieved after the
employee completes the required service period.
The update is effective prospectively or
retrospectively for annual reporting
periods beginning after December 15, 2015.
The adoption of the pronouncement
did not have a material effect on the Companys
consolidated financial statements.
In June 2014, the FASB issued ASU No. 2014-10,
Development Stage Entities (Topic 915):
Elimination of Certain Financial Reporting Requirements.
The amendments in this Update remove the definition
of a development stage entity from the
Master Glossary of the Accounting Standards
Codification, thereby removing the financial
reporting distinction between development
stage entities and other reporting entities.
In addition, the amendments eliminate the
requirements for development stage entities to
(1) present inception-to-date information in
the statements of income, cash flows,
and shareholder equity, (2) label the financial statements
as those of a development stage entity,
(3) disclose a description of the development
stage activities in which the entity is engaged,
and (4) disclose in the first year in which the
entity is no longer a development stage entity
that in prior years it had been in the development
stage. This ASU was effective for annual periods
beginning after December 15, 2014.
Early adoption is permitted. Accordingly,
we have elected to adopt
ASU No. 2014-10 on April 1, 2015.
b) Recent Accounting Pronouncements
In May 2014, ASU guidance was issued related
to revenue from contracts with customers.
The new standard provides a five-step approach
to be applied to all contracts with customers
and also requires expanded disclosures about
revenue recognition. The ASU is effective for
annual reporting periods beginning after
December 15, 2017, including interim periods
and is to be retrospectively applied. Early
application is permitted only as of annual
reporting periods beginning after December 15, 2016,
including interim reporting periods within
that reporting period. The Company is currently
evaluating this guidance and the impact it will
have on its consolidated financial statements.
In January 2015, an ASU was issued to simplify the
income statement presentation requirements in
Subtopic 225-20 by eliminating the concept of
extraordinary items. Extraordinary items are
events and transactions that are distinguished
by their unusual nature and by the infrequency
of their occurrence. Eliminating the extraordinary
classification simplifies income statement
presentation by altogether removing the concept
of extraordinary items from consideration.
This ASU is effective for annual periods
beginning after December 15, 2015, including
interim periods within those annual periods.
An entity may apply this ASU prospectively or
retrospectively to all prior periods presented
in the financial statements. Early adoption is
permitted. The Company does not expect the
amendments in this ASU to have any impact
on its financial statements.
F-7
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued
RECENTLY ISSUED ACCOUNTING STANDARDS - continued
In November 2015, an ASU was issued to simplify
the presentation of deferred income taxes.
The amendments in this ASU require that
deferred tax liabilities and assets be
classified as non-current in a classified
balance sheet as compared to the current
requirements to separate deferred tax
liabilities and assets into current
and non-current amounts. This ASU is
effective for annual periods beginning
after December 15, 2016, including interim
periods within those annual periods.
Earlier application is permitted.
This ASU may be applied either prospectively
to all deferred tax liabilities and assets
or retrospectively to all periods presented.
The Company is currently evaluating this
guidance and the impact it will have on its
financial statements.
In February 2016, Topic 842, Leases was issued
to replace the leases requirements in Topic 840,
Leases. The main difference between previous GAAP
and Topic 842 is the recognition of lease assets
and lease liabilities by lessees for those leases
classified as operating leases under previous GAAP.
A lessee should recognize in the balance sheet
a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right
to use the underlying asset for the lease term.
For leases with a term of 12 months or less,
a lessee is permitted to make an accounting
policy election by class of underlying asset
not to recognize lease assets and lease liabilities.
If a lessee makes this election, it should recognize
lease expense for such leases generally on a
straight-line basis over the lease term.
The accounting applied by a lessor is largely
unchanged from that applied under previous GAAP.
Topic 842 will be effective for annual reporting
periods beginning after December 15, 2018,
including interim periods within those annual
periods and is to be retrospectively applied.
Earlier application is permitted. The Company
is currently evaluating this guidance and the
impact it will have on its financial statements.
In March 2016, an ASU was issued to reduce
complexity in the accounting for employee
share-based payment transactions. One of the
simplifications relates to forfeitures of awards.
Under current GAAP, an entity estimates the number
of awards for which the requisite service period
is expected to be rendered and base the accruals
of compensation cost on the estimated number of
awards that will vest. This ASU permits an
entity to make an entity-wide accounting policy
election either to estimate the number of
forfeitures expected to occur or to account
for forfeitures in compensation cost when they occur.
This ASU is effective for annual periods beginning
after December 15, 2016, including interim periods
within those annual periods. Earlier application
is permitted. The Company is currently evaluating
this guidance and the impact it will have
on its financial statements.
F-8
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 3 FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10
(ASC 820-10), Fair Value Measurements.
ASC 820-10 relates to financial
assets and financial liabilities.
ASC 820-10 defines fair value, establishes
a framework for measuring fair value in
accounting principles generally accepted
in the United States of America (GAAP),
and expands disclosures about fair value
measurements. The provisions of this
standard apply to other accounting pronouncements
that require or permit fair value measurements
and are to be applied prospectively
with limited exceptions.
ASC 820-10 defines fair value as the
price that would be received to sell
an asset or paid to transfer a liability
in an orderly transaction between market
participants at the measurement date.
This standard is now the single source
in GAAP for the definition of fair value,
except for the fair value of leased
property as defined in SFAS 13. ASC 820-10
establishes a fair value hierarchy that
distinguishes between (1) market participant
assumptions developed based on market data
obtained from independent sources
(observable inputs) and (2) an entitys
own assumptions, about market participant
assumptions, that are developed based on
the best information available in the
circumstances (unobservable inputs).
The fair value hierarchy consists of
three broad levels, which gives the
highest priority to unadjusted quoted
prices in active markets for identical
assets or liabilities (Level 1) and the
lowest priority to unobservable inputs
(Level 3). The three levels of the fair
value hierarchy under ASC 820-10 are described below:
Level 1
Unadjusted quoted prices in active
markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities.
Level 2
Inputs other than quoted prices included
within Level 1 that are observable for the
asset or liability, either directly or indirectly,
including quoted prices for similar assets or
liabilities in active markets; quoted prices for
identical or similar assets or liabilities in
markets that are not active; inputs other than
quoted prices that are observable for the asset
or liability (e.g., interest rates); and inputs
that are derived principally from or corroborated
by observable market data by correlation or other means.
Level 3
Inputs that are both significant
to the fair value measurement and
unobservable. These inputs rely on management's
own assumptions about the assumptions that market
participants would use in pricing the asset or
liability. (The unobservable inputs are
developed based on the best information
available in the circumstances and
include the Company's own data.)
The following presents the Company's fair
value hierarchy for those assets and
liabilities measured at fair value on a
non-recurring basis as of
September 30, 2018 and March 31, 2018:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
F-9
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 4 - RELATED PARTY TRANSACTIONS
A director has advanced funds to us
for our legal, audit, filing fees, general
office administration and cash needs.
As of September 30, 2018, the director
has advanced a total of $102,643 (2018: $71,173).
$31,471 of total advanced funds were made
by current director, Angel Luis Reynoso Vasquez,
during the current fiscal quarter as of
September 30, 2018. The remaining advanced
funds of $71,173 from prior reporting periods
were made from former director, Myroslav Tsapaliuk.
The advances are without specific terms of repayment.
A related entity has advanced funds to us
for our legal, audit, filing fees, general
office administration and cash needs.
As of September 30, 2018, the related
entity has advanced a total of $37,970
(2018: $37,970). The advances are without specific terms of repayment.
During the six months ended September 30, 2018,
and 2017, in connection with these related
party loans, the Company imputed interest
of $5,053 and $2,203, respectively, and
recorded interest expense and an increase
in additional paid-in capital.
F-10
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 5 - COMMON STOCK
On February 14, 2013, the Company issued
5,000,000 common shares to Myroslav Tsapaliuk,
the founder of the Company.
On December 12, 2013, the Company issued 650,000
common shares in a registered offering to
subscribers for total proceeds of $26,001.
On March 2, 2018, the Company cancelled 5,000,000
common shares issued to Myroslav Tsapaliuk,
former director of the company. The shares,
originally issued to Mr. Tsapaliuk at the
time of the Companys incorporation, were v
alued at par value, or $0.00001 per share.
On March 7, 2018, the Company issued 750,000
common shares to Angel Luis Reynoso Vasquez,
the President, CEO, Secretary and CFO of the
Company. The shares were valued at $0.25 per
share. The per share value is derived from the
companys November 9, 2013 private placement,
which is the last time the company sold shares
for cash to an independent third party.
On March 27, 2018, the Company entered into
subscription agreements with accredited investors
for the issuance of 50,001 shares for gross
proceeds of $750,000, and the proceeds were sent
diretly to Vortex Network, LLC, an Iowa limited
liability company. The shares have not been
issued as of March 31, 2018. The 50,001 shares
are to be issued at later periods. As such,
$750,000 are classified as stock receivable
and stock to be issued as separate accounts
under shareholders equity thereby netting to zero.
On April 27, 2018, the Board of Directors and
stockholders holding at least a majority of the
outstanding shares of common stock of the Company,
approved the amendment and restatement of the C
ompany's Articles of Incorporation to change
the Company's name to "Vortex Blockchain Technologies Inc."
and increase the number of authorized shares of
common stock from seventy-five million (75,000,000)
shares to two hundred million (200,000,000) shares
(the "Amended and Restated Articles"). The increase
in authorized shares became effective as of May 15, 2018.
On April 27, 2018, the Company's Board of Directors
and majority stockholders approved a 15-for-1 forward
stock split of all of the Company's issued and
outstanding shares of common stock (the "Stock Split").
The Stock Split increases the number of the Company's
issued and outstanding common stock from 1,400,000
to 21,000,000. The Stock Split and the Company's
name change became effective on May 31, 2018.
As of September 30, 2018, the Company has
issued 21,000,000 common shares.
F-11
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation)
Notes to the Financial Statements (unaudited)
NOTE 6 LETTER OF INTENT AND PROMISSORY NOTE
On March 7, 2018, the Company entered into a
Binding Letter of Intent (LOI) with
Vortex Network, LLC, an Iowa limited liability
company (Vortex), in connection with a proposed
share exchange transaction between the Company
and Vortex, whereby the Company will issue
65,000,000 shares of common stock to the
existing members of Vortex in exchange for
all the outstanding membership interests of Vortex.
Pursuant to the LOI, the Company advanced $750,000
to Vortex pursuant to the terms of a secured
promissory note and security agreement dated March 7, 2018.
The principal amount of the promissory note,
together with accrued interest at the rate of
8.25% per annum, shall become due and payable
upon maturity, which is defined as the first to
occur of (a) an event of default, including,
without limitation, the failure of the parties
to close the share exchange 90 days from June 8, 2018,
in which case the Company may declare the
note due and payable, (b) the closing of the
share exchange, in which case the promissory
note will be cancelled as an intercompany loan,
or (c) six (6) months following the date of
termination of the LOI by the Company. As of
September 30th, 2018, the net impact to financial
statements is zero.
NOTE 7 SUBSEQUENT EVENTS
The Registrant entered into a Share Exchange Agreement
with Vortex and the Selling Members on October 17, 2018
(see Share Exchange Agreement in Managements
Discussion and Analysis of Financial Operations).
In connection with this Agreement, control of
the Company has been assumed by the Management
and Board of Directors of Vortex.
Pursuant to the Share Exchange Agreement,
the new Board of Directors is:
Name
Position
Craig Bergman
Chief Executive Officer, President,
Chairman of the Board
Francis Keyes
Chief Financial Officer and Director
Devon Shaw
Chief Technology Officer and Director
Alexander Meluskey
Secretary and Director
Mary Lewis Director
On September 30, 2018, the Company
had 21,000,000 shares outstanding and
750,000 shares receivable. In connection
with the Share Exchange Agreement,
Angel Vasquez surrendered 11,250,000
shares of common stock for cancellation.
After this cancellation, the Company had
10,500,000 shares outstanding. At the
closing of the Share Agreement, Vortex
issued 65,000,000 shares of its common
stock to the Selling Members in exchange
for 100% of the Company. After the closing
of the Share Exchange transaction, the company
had 75,500,000 shares of common stock
issued and outstanding.
F-12
Item 2. Managements Discussion and
Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in
conjunction with our consolidated financial
statements and notes thereto included
elsewhere in this Quarterly Report on
Form 10-Q. Forward-looking statements
are statements not based on historical
information and which relate to future
operations, strategies, financial results
or other developments. Forward-looking
statements are based upon estimates,
forecasts, and assumptions that are
inherently subject to significant business,
economic and competitive uncertainties and
contingencies, many of which are beyond our
control and many of which, with respect to
future business decisions, are subject to
change. These uncertainties and contingencies
can affect actual results and could cause actual
results to differ materially from those
expressed in any forward-looking statements
made by us, or on our behalf. We disclaim
any obligation to update forward-looking
statements.
Overview
We were incorporated in the State of Nevada
under the name UA Granite Corporation
on February 14, 2013. Our Articles of
Incorporation initially authorized us to
issue up to 75,000,000 shares of common stock,
par value $0.00001 per share. On April 30, 2018,
upon approval by our Board of Directors and
majority stockholders on April 27, 2018, we
filed Amended and Restated Articles of Incorporation
with the Nevada Secretary of State, with a delayed
effective date of May 15, 2018, increasing the
number of authorized shares of common stock from
75,000,000 shares to 200,000,000 shares.
In connection with the amendment and restatement
of our Articles of Incorporation, our Board of
Directors and majority stockholders also approved
and adopted the Amended and Restated Bylaws
of the Company on April 27, 2018. Effective
May 31, 2018, pursuant to our Amended and
Restated Articles of Incorporation and upon
completion of processing by the Financial
Industry Regulatory Authority (FINRA),
we changed the name of our Company from
UA Granite Corporation to
Vortex Blockchain Technologies Inc.
in anticipation of a change of our
business plan and direction.
Also effective May 31, 2018, we effected a
15-for-1 forward stock split of all our issued
and outstanding common stock, which increased
the number of issued and outstanding shares of
common stock from 1,400,000 to 21,000,000.
We are a development-stage company with
no revenues and no assets, and we have incurred
losses since inception. Our limited start-up operations
have consisted of the formation of our Company,
development of our business plan, efforts to
raise capital and maintaining our public
company reporting requirements.
We originally intended to operate in the business
of marketing and distributing finished granite
products, but have since discontinued our efforts
related to granite products due to economic and
political difficulties. In October of 2018
we completed a reverse merger with
Vortex Network LLC, and are now operating as a
cryptocurrency holding company engaged
in the business of mining crypto assets.
In addition to its mining operation, Vortex
has plans to develop a variety of applications
in the cryptocurrency space, in both the
software and hardware spheres, including
cloud mining, blockchain hardware and software
development, and a cryptocurrency wallet and exchange.
On March 7, 2018, we entered into a
Binding Letter of Intent (the LOI)
with Vortex Network, LLC, an Iowa limited
liability company (Vortex), in connection
with a proposed share exchange transaction
between the Company and Vortex, whereby
the Company will issue 65,000,000 shares
of common stock to the existing members
of Vortex in exchange for all the
outstanding membership interests of
Vortex (the Share Exchange).
Effective March 30, 2018, the
Company and Vortex entered into an
amendment to clarify and amend certain
terms set forth in the LOI and to extend
the term of the LOI for a period of 90 days.
Pursuant to the terms of the proposed
Share Exchange, we will acquire all of the
outstanding membership interests of
Vortex in exchange for the issuance of
65,000,000 shares of common stock to the
existing members of Vortex, and Vortex
will become our wholly-owned subsidiary.
Following the closing of the Share Exchange,
the Company will be managed by Vortexs
current management team, and our existing
directors and officers will resign.
Vortex operates as a cryptocurrency holding
company engaged in the business of mining
crypto assets. If we are unable to close
the proposed Share Exchange, we will need
to consider other strategic alternatives
for our Company.
Pursuant to the LOI, we made an initial
LOI Advance in the amount of $750,000
to Vortex pursuant to the terms of a
secured promissory note and security
agreement dated March 7, 2018.
The principal amount of the promissory note,
together with accrued interest at the rate
of 8.25% per annum, shall become due and
payable upon maturity, which is defined
as the first to occur of (a) an event of
default, including, without limitation,
the failure of the parties to close the
Share Exchange on or before June 8, 2018,
in which case the Company may declare the
note due and payable, (b) the closing of
the Share Exchange, in which case the
promissory note will be cancelled as an
intercompany loan, or (c) six (6) months
following the date of termination of the
LOI by the Company. The LOI contemplates
an additional LOI Advance in the amount of
$750,000 upon the completion by Vortex or
the Companys waiver of certain conditions.
Effective September 25, 2018,
Vortex Blockchain Technologies Inc.
(formerly UA Granite Corporation),
a Nevada corporation (the Registrant),
entered into a Second Amendment to
Binding Letter of Intent (the Second LOI Amendment)
with Vortex Network, LLC, an
Iowa limited liability company (Vortex).
The Second LOI Amendment further amends
the Binding Letter of Intent (the LOI)
entered into on March 7, 2018 by and between
the Registrant and Vortex, as amended by the
First Amendment to Binding Letter of Intent
(the First LOI Amendment) dated March 30, 2018.
The LOI, as amended by the First LOI Amendment
and the Second LOI Amendment, relates to the
proposed voluntary share exchange transaction
(the Exchange Transaction) among the Registrant,
Vortex and the existing members of Vortex
(the Selling Members), whereby the
Selling Members will exchange all of the
outstanding membership interests of Vortex
for 65,000,000 shares of common stock of
the Registrant, and Vortex will become a
wholly-owned subsidiary of the Registrant.
Vortex is a cryptocurrency holding company
engaged in the business of mining crypto assets.
Pursuant to the terms of the Second LOI Amendment,
the terms and conditions of the Exchange
Transaction has been set forth in a formal
definitive agreement entered into on October 17, 2018.
In addition to extending the outside date
for the definitive agreement, the Second
LOI Amendment (i) removed the Registrants
obligation to make a second advance in the
amount of $750,000 to Vortex, (ii) removed
the Registrants obligation to conduct a
future financing on a best efforts basis
following the closing of the Exchange Transaction,
and (iii) amended and restated the
capitalization table setting forth the
anticipated capitalization of the
Registrant after giving effect to the
proposed Exchange Transaction.
The foregoing description of the Second LOI
Amendment does not purport to be complete,
and is qualified in its entirety by reference
to the full text of the Second LOI Amendment
filed as Exhibit 10.1 attached hereto and
incorporated herein by reference.
Share Exchange Agreement
On October 17, 2018, the Registrant entered
into a Share Exchange Agreement
(the Exchange Agreement) with Vortex and the
Selling Members. Pursuant to the terms and
conditions of the Exchange Agreement, the
Selling Members agreed to voluntarily
exchange all of the outstanding membership
interests of Vortex for 65,000,000 shares
of common stock of the Registrant.
The Exchange Agreement was approved
by the boards of directors or managers o
f each of the Registrant and Vortex, and
by the Selling Members.
The Exchange Agreement includes
customary representations, warranties
and covenants of the Registrant,
Vortex and the Selling Members made
to each other as of specific dates.
The assertions embodied in those
representations and warranties were
made solely for purposes of the
Exchange Agreement and are not
intended to provide factual, business,
or financial information about the
Registrant, Vortex and the Selling Members.
Moreover, some of those representations and
warranties (i) may not be accurate or
complete as of any specified date,
(ii) may be subject to a contractual
standard of materiality different from
those generally applicable to stockholders
or different from what a stockholder might
view as material, (iii) may have been used
for purposes of allocating risk among the
Registrant, Vortex and the Selling Members,
rather than establishing matters as facts,
or (iv) may have been qualified by certain
disclosures not reflected in the Exchange Agreement
that were made to the other party in connection
with the negotiation of the Exchange Agreement
and generally were solely for the benefit of
the parties to that agreement.
The Exchange Agreement should not be
read alone, but should instead be read
in conjunction with the other information
regarding the Registrant and Vortex that
has been, is or will be contained in, or
incorporated by reference into, the
Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements
and other documents that the Registrant files
with the Securities and Exchange Commission (the SEC).
The Exchange Agreement provides for the resignation
of Angel Luis Reynoso Vasquez from all positions
as an officer and director of the Registrant,
and the appointment of new officers and directors,
effective as of the closing of the Exchange
Transaction (the Closing).
Results of Operations
During the three-month period ended September 30, 2018,
we focused on carrying out the Share Exchange
with Vortex and satisfying our ongoing obligations
as a public reporting company.
From February 14, 2013 (the date of our inception)
to September 30, 2018, we have not earned any
revenues. We expect to continue to incur losses
over the next twelve months, or until we are
able to identify, develop and carry out a new
business opportunity that enables us to generate revenues.
Comparison of Three Months Ended September 30, 2018
and September 30, 2017
Our operations for the three-month periods ended
September 30, 2018 and September 30, 2017
can be summarized as follows:
Three Month Period
Ended September 30, 2018
Three Month Period
Ended September 30, 2017
Operating Expenses
Legal and accounting
$ 15,873
$ 41,134
General and administrative
2,871
1,200
Total Operating Expenses
18,744
42,334
Other Expense
Imputed interest expense
2,804
1,160
Net Loss
$ (21,548)
$ (43,494)
During the three-month period ended
September 30, 2018, we incurred $18,744
in operating expenses, compared to $42,334
in operating expenses during the three-month
period ended September 30, 2017. The decrease
in operating expenses can be attributed to
an decrease in legal and accounting expenses
related to our recent name change, stock split,
and the proposed Share Exchange with Vortex.
We incurred a net loss of $21,548 for the
three-month period ended September 30, 2018,
compared to a net loss of $43,494 for the
three-month period ended September 30, 2017.
The decrease in net loss over the comparable
three-month periods ended September 30, 2018
and 2017 can be attributed to an decrease in
operating expenses without generating any
revenues to offset those expenses.
Liquidity and Capital Resources
Balance Sheets
As of September 30, 2018, we had $0 in cash
and total assets of $0. As of March 31, 2018,
we had $0 in cash and total assets of $1,387,
which was attributable to a prepaid expense.
As of September 30, 2018, we had total liabilities
in the amount of $381,031, compared to
total liabilities in the amount of $198,221
as of March 31, 2018. The increase in our
total liabilities and working capital deficit
is due to an increase in accounts payable
and accrued liabilities and amounts due to
our director, as we had limited cash flows
to repay outstanding obligations as they became due.
As of September 30, 2018, our accumulated
deficit was $610,071, compared to an accumulated
deficit of $420,820 as of March 31, 2018.
Cash Flows
Cash Used in Operating Activities
During the three-month period ended
September 30, 2018, we used $31,471 in cash
for operating activities,
compared to $5,250 in cash used for operating
activities during the three-month
period ended September 30, 2017.
The increase in the amount of cash used
for operating activities relates primarily
to an increase in the amount advanced
by our sole executive officer and director
during the period for operations.
Cash Used in Investing Activities
During the period from February 14, 2013 (inception)
to September 30, 2018, the Company has not engaged
in any investing activities. We expect to use cash
for investing activities in future periods,
when available. However, until we are able to
conclude the acquisition or development of a
suitable business opportunity,
we do not anticipate using cash flows
in investing activities.
Cash Flows from Financing Activities
During the three-month period
ended September 30, 2018, we received $31,471
in cash from financing activities,
compared to $5,250 in cash received from
financing activities during the three-month
period ended September 30, 2017.
The proceeds received from financing
activities during the three-month periods
ended September 30, 2018 and September 30, 2017
were advances provided by management
(our sole director and executive officer)
to support our day-to-day activities.
Recent Developments and Future Financing Activities
In order to execute on our business strategy,
we will require additional working capital.
We anticipate that we will require a minimum
of approximately $2,500,000 in debt
and/or equity financing to proceed with our plan
of operations over the next twelve months.
As we had cash and working capital in the
amount of $0 as of September 30, 2018,
we do not have sufficient working capital
to enable us to carry out our operations
for the next twelve months.
We expect to use debt and/or equity financing
to fund operations for the foreseeable future,
including, without limitation,
the sale of up to $2,500,000 of our
capital stock pursuant to a private placement
for the purpose of financing the contemplated
ongoing operations of the Company and Vortex,
as previously disclosed on our
Current Report on Form 8-K filed with the
SEC on April 2, 2018.
Any future sale of additional equity and/or
debt securities will result in dilution to
current stockholders. We may also seek
additional loans where the incurrence of
indebtedness would result in increased
debt service obligations and could
require us to agree to operating and
financial covenants that would restrict
our operations. Financing may not be
available in amounts or on terms
acceptable to us, if at all.
Any failure by us to raise additional
funds on terms favorable to us, or at all,
could limit our ability to expand business
operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet
arrangements that have, or are reasonably
likely to have, a current or future effect
on our financial condition, changes in our
financial condition, revenues or expenses,
results of operations, liquidity, capital
expenditures or capital resources that are
material to our stockholders and investors.
Critical Accounting Policies
Our financial statements are affected
by the accounting policies used and the
estimates and assumptions made by
management during their preparation.
A complete listing of these policies
is included in Note 2 of the notes to
our financial statements for the three-month
period ended September 30, 2018.
We believe the accounting policies utilized
in preparing our financial statements
conform to the generally accepted accounting
principles in the United States (US GAAP).
The preparation of financial statements
in conformity with US GAAP requires management
to make estimates and assumptions that affect
the amounts of assets and liabilities and
disclosure of contingent assets and liabilities
at the date of the balance sheet and reported
amounts of revenues and expenses during the
reporting period. We base our estimates and
assumptions on current facts, historical
experience and various other factors that
we believe to be reasonable under the circumstances,
the results of which form the basis for making
judgments about the carrying values of assets
and liabilities and the accrual of costs and
expenses that are not readily apparent from
other sources. By their nature, these estimates
are subject to an inherent degree of uncertainty,
and actual results could differ from such estimates.
The actual results experienced by our Company
may differ materially and adversely from our
Companys estimates. To the extent there are
material differences between the estimates
and the actual results, future results of
operations will be affected.
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.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be
disclosed in the reports filed or submitted
under the Securities Exchange Act of 1934,
as amended (the Exchange Act), is recorded,
processed, summarized and reported,
within the time period specified in the
rules and forms of the Securities and
Exchange Commission (the SEC).
Disclosure controls and procedures include,
without limitation, controls and procedures
designed to ensure that information required to
be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to
our management, including our Chief Executive Officer
(who is our Principal Executive Officer)
and our Chief Financial Officer
(who is our Principal Financial Officer and
Principal Accounting Officer) to allow for
timely decisions regarding required disclosure.
Our management, with the participation and under
the supervision of our Principal Executive Officer
and Principal Financial Officer, carried out an
evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures
(as defined by Rule 13a-15(e) or 15d-15(e)
of the Exchange Act) as of September 30, 2018.
Based upon that evaluation, our Principal
Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures
were not effective as of September 30, 2018 in ensuring
that information required to be disclosed by us in
reports that we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within
the time periods specified in the SECs rules and forms.
This conclusion is based on findings that constituted
material weaknesses. A material weakness is a deficiency,
or combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of our interim financial statements will not be
prevented or detected on a timely basis.
In performing the above-referenced evaluation,
our management identified the following
material weaknesses:
* Lack of Appropriate Independent Oversight
and Audit Committee. We do not have a formal
audit committee with a financial expert, and
therefore lacks the board oversight role within
the financial reporting process.
* Failure to Segregate Duties. We rely on one individual,
our sole executive officer, to fill the role of
Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer), rather than segregating
duties among two or more members of management.
This results in our sole executive officer being
responsible for a broad range of duties that cannot
be properly reconciled under a one-person management structure.
* Insufficient Accounting Resources and
Lack of Formal Policies and Procedures Necessary
to Adequately Review Significant Accounting Transactions.
Our Company has insufficient internal accounting resources
and personnel with sufficient knowledge of US GAAP rules
and procedures to oversee our financial reporting and procedures.
We utilize a third party independent contractor for
the preparation of our financial statements.
Although the financial statements and footnotes
prepared by such third party independent contractor
are reviewed by our management, we do not have a
formal policy to review significant accounting
transactions and the accounting treatment of such
transactions. The third party independent contractor
is not involved in the day-to-day operations of our
Company, and may not be provided information from
management on a timely basis to allow for adequate
reporting and consideration of certain accounting
transactions.
* Related Party Transactions. Our Company has no
formal process related to the identification and
approval of related party transactions.
Our management team will continue to monitor and
evaluate the effectiveness of our internal controls
and procedures and our internal controls over
financial reporting on an ongoing basis, and is
committed to taking further action and implementing
additional enhancements or improvements, as
necessary and as funds permit, such as
(i) forming an audit committee made up of
non-managerial directors, and
(ii) segregating managerial duties by
engaging an individual to serve as Chief Financial Officer
(Principal Accounting Officer) who has a working
knowledge of GAAP accounting.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the
risk that controls may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate. All internal control systems, no
matter how well designed, have inherent limitations.
Therefore, even those systems determined to be
effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control
over financial reporting that occurred during
the quarter ending September 30, 2018 that have
materially affected, or that are reasonably likely
to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable.
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.
Exhibit
Description
No.
3(i)
Amended and Restated Articles of Incorporation
(incorporated by reference to our Current Report
on Form 8-K, as filed with the SEC on May 9, 2018).
3(ii)
Amended and Restated Bylaws (incorporated by
reference to our Current Report on Form 8-K,
as filed with the SEC on May 9, 2018).
31*
Certification of Chief Executive Officer and
Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
101*
Interactive Data Files.
* Filed herewith.
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.
VORTEX BLOCKCHAIN TECHNOLOGIES INC.
Dated: February 6, 2019
By:
/s/ Craig Bergman
Name:
Craig Bergman
Title:
President, Chief Executive Officer
Exhibit 31
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) and 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Craig Bergman, certify that:
1.
I have reviewed this Quarterly Report on
Form 10-Q of Vortex Blockchain Technologies Inc.
for the period ended September 30, 2018;
2.
Based on my knowledge, this report does not
contain any untrue statement of a material
fact or omit to state a material fact
necessary to make the statements made,
in light of the circumstances under which
such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements,
and other financial information included
in this report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the Registrant as
of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining
disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the Registrant and have:
(a)
Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures
to be designed under our supervision,
to ensure that material information relating to the Registrant,
including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting,
or caused such internal control over financial reporting
to be designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with
generally accepted accounting principles;
(c)
Evaluated the effectiveness of the
Registrants disclosure controls and procedures
and presented in this report our conclusions
about the effectiveness of the disclosure controls
and procedures as of the end of the period
covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the
Registrants internal control over financial
reporting that occurred during the Registrants
most recent fiscal quarter
(the Registrants fourth fiscal quarter
in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect,
the Registrants internal control over
financial reporting; and
5.
I have disclosed, based on our most recent evaluation
of internal control over financial reporting,
to the Registrants auditors and the audit committee
of the Registrants board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses
in the design or operation of internal control
over financial reporting which are reasonably
likely to adversely affect the Registrants
ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material,
that involves management or other employees who have
a significant role in the Registrants internal
control over financial reporting.
Date: February 6, 2019
By:
/s/ Craig Bergman
Name:
Craig Bergman
Title:
President, Chief Executive Officer
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report
of Vortex Blockchain Technologies Inc.
(the Company) on Form 10-Q for the
quarterly period ended September 30, 2018,
as filed with the Securities and Exchange Commission
on the date hereof (the Report),
the undersigned certifies, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that,
to the best of his knowledge:
(1) The Report fully complies
with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the
Report fairly presents, in all material respects,
the financial condition and results of
operation of the Company.
Date: February 6, 2019
By:
/s/ Craig Bergman
Name:
Craig Bergman
Title:
President, Chief Executive Officer
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