FORM 10-Q FOR PERIOD ENDED JUNE 30, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2019

☐ 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: 333-207103

JACC STUDIOS INC.

(Exact name of registrant as specified in its charter)

Nevada	NA
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
18124 Wedge Pkwy, Ste 1050 Reno, NV	89511
(Address of principal executive offices)	(Zip Code)

(778) 995-1267

(Registrant’s telephone number, including area code)

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, 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 Emerging growth company	☒ ☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Number of shares of issuer's common stock outstanding as of August 9, 2019 was 27,260,000.

JACC STUDIOS INC.

Table of contents

			Pages
PART 1.		FINANCIAL INFORMATION	1
	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	11
PART II.		OTHER INFORMATION	12
	ITEM 1.	LEGAL PROCEEDINGS	12
	ITEM 1A.	RISK FACTORS	12
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
	ITEM 4.	MINE SAFETY DISCLOSURES	12
	ITEM 5.	OTHER INFORMATION	12
	ITEM 6.	EXHIBITS	13
SIGNATURES			14

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JACC STUDIOS INC

BALANCE SHEETS

(Unaudited)

ASSETS	June 30, 2019			December 31, 2018
CURRENT ASSETS
Cash	$	77		$	113
Total current assets		77			113
TOTAL ASSETS	$	77		$	113
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Stockholder loan	$	28,984		$	23,474
Accrued expenses		9,864			8,510
Total current liabilities		38,848			31,984
TOTAL LIABILITIES		38,848			31,984
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 200,000,000 shares authorized, 27,260,000 shares issued and outstanding		27,260			27,260
Additional paid-in capital		49,440			49,440
Stock subscription receivable		(25,500	)		(25,500	)
Accumulated deficit		(89,971	)		(83,071	)
Total stockholders' deficit		(38,771	)		(31,871	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	77		$	113

The accompanying notes are an integral part of these financial statements.

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JACC STUDIOS INC

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30						Six Months Ended June 30
	2019			2018			2019			2018
REVENUE	$	—		$	—		$	—		$	—
OPERATING EXPENSES
General and administrative		5,382			4,586			6,900			6,104
Total operating expenses		5,382			4,586			6,900			6,104
Loss before income taxes		(5,382	)		(4,586	)		(6,900	)		(6,104	)
Income taxes		—			—			—			—
Net loss	$	(5,382	)	$	(4,586	)	$	(6,900	)	$	(6,104	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - basic and diluted		27,260,000			27,260,000			27,260,000			27,260,000

The accompanying notes are an integral part of these financial statements.

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JACC STUDIOS INC

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

					Additional		Stock						Total
	Common Stock				Paid-In		Subscription			Accumulated			Stockholders'
	Shares		Amount		Capital		Receivable			Deficit			Deficit
Balance - December 31, 2018		27,260,000	$	27,260	$	49,440	$	(25,500	)	$	(83,071	)	$	(31,871	)
Net loss		—		—		—		—			(1,518	)		(1,518	)
Balance - March 31, 2019		27,260,000		27,260		49,440		(25,500	)		(84,589	)		(33,389	)
Net loss		—		—		—		—			(5,382	)		(5,382	)
Balance - June 30, 2019		27,260,000	$	27,260	$	49,440	$	(25,500	)	$	(89,971	)	$	(38,771	)

					Additional		Stock						Total
	Common Stock				Paid-In		Subscription			Accumulated			Stockholders'
	Shares		Amount		Capital		Receivable			Deficit			Deficit
Balance - December 31, 2017		27,260,000	$	27,260	$	49,440	$	(25,500	)	$	(66,903	)	$	(15,703	)
Net loss		—		—		—		—			(1,518	)		(1,518	)
Balance - March 31, 2018		27,260,000		27,260		49,440		(25,500	)		(68,421	)		(17,221	)
Net loss		—		—		—		—			(4,586	)		(4,586	)
Balance - June 30, 2018		27,260,000	$	27,260	$	49,440	$	(25,500	)	$	(73,007	)	$	(21,807	)

The accompanying notes are an integral part of these financial statements.

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JACC STUDIOS INC

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(6,900	)	$	(6,104	)
Adjustments to reconcile net loss to net cash used in operating activities:		—			—
Change in operating assets and liabilities
Accrued expenses		1,354			(4,900	)
Net Cash Used in Operating Activities		(5,546	)		(11,004	)
Cash Flows from Financing Activities:
Proceeds from stockholder loan		5,510			10,968
Net Cash Provided by Financing Activities		5,510			10,968
Net decrease in cash		(36	)		(36	)
Cash at beginning of period		113			185
Cash at end of period	$	77		$	149
Supplemental disclosures of cash flow information:
Cash paid during the periods for:
Interest	$	—		$	—
Income taxes	$	—		$	—

The accompanying notes are an integral part of these financial statements.

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JACC STUDIOS INC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

JACC Studios Inc. (the “Company”) was incorporated in the State of Nevada on April 24, 2014. The Company is in the development stage whose purpose is to provide channels for the Chinese online game developers and operators to have access to the North American market, provide English translation and re-production for Chinese online game developers and operators, assist them in user data tracking, and help promote their games.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially all of its efforts to the development of its business plans. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as June 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2018 filed with the SEC.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issues by the Financial Accounting Standards Board or other standard bodies that may have an impact on the Company’s accounting and reporting. The Company believes that any recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

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NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues since inception, has sustained losses of $89,971 for the period from inception to June 30, 2019, has a stockholders’ deficit of $38,771 and working capital deficiency of $38,771 as of June 30, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. The Company plans to rely on the proceeds from loans from both unrelated and related parties to provide the resources necessary to fund the development of its business plan and operations. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – STOCKHOLDER LOAN

During the six months ended June 30, 2019 and 2018, the Company was advanced $5,510 and $10,968 respectively by a stockholder for working capital purposes. The stockholder loan balance was $28,984 and $23,474 as of June 30, 2019 and December 31, 2018, respectively. The loan is non-interest bearing and is payable on demand.

NOTE 5 - INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the six months ended June 30, 2019 and 2018 to the Company’s effective tax rate is as follows:

	Six Months Ended June 30,
	2019			2018
	21%			21%
Income tax benefit at statutory rate	$	(1,449	)	$	(1,282	)
Change in valuation allowance		1,449			1,282
Income tax expense	$	—		$	—

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of June 30, 2019 and December 31, 2018 are as follows:

	June 30			December 31
	2019			2018
Net operating loss carryforward	$	18,894		$	17,445
Valuation allowance		(18,894	)		(17,445	)
Net deferred tax assets	$	—		$	—

As of June 30, 2019, the Company has approximately $90,000 of net operating losses (“NOL”) carryovers to offset taxable income, if any, in future years. Of the net operating loss from the Company’s operations, $66,903 can be carried forward for a period of twenty years from the year of the initial loss and $23,068 can be carried forward with no time limit from the year of the initial loss pursuant to relevant US laws and regulations. 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 of the deferred tax assets relating to the NOL period because it is more likely than not that all of the deferred tax assets will not be realized.

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On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result, we have recorded no income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on managements’ evaluation, no events have occurred that require disclosure or adjustments to the financial statement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this report, unless the context indicates otherwise, the terms “Company,” “we,” “us,” and “our” refer to JACC STUDIOS INC., a Nevada corporation.

Special note regarding forward–looking statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934 or the “Exchange Act.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management's current expectations and belief, which management believes are reasonable. However, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements.  You are cautioned not to place undue reliance on any forward-looking statements.  These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

☐	uncertainties relating to general economic and business conditions;
☐	industry trends; changes in demand for our products and services;
☐	uncertainties relating to customer plans and commitments and the timing of orders received from customers;
☐	announcements or changes in our pricing policies or that of our competitors;
☐	unanticipated delays in the development, market acceptance or installation of our products and services;
☐	changes in government regulations; availability of management and other key personnel;
☐	availability, terms and deployment of capital; relationships with third-party equipment suppliers; and
☐	worldwide political stability and economic growth.

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Business Overview

JACC Studios Inc. (the "Company”) was incorporated in the State of Nevada on April 24, 2014, The Company is in the development stage whose purpose is to provide channels for the Chinese online game developers and operators to have access to the North American market, provide English translation and re-production for Chinese online game developers and operators, assist them in user data tracking, and help promote their games. 

The Company has no operations to date. The Company never commenced any operational activities.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of the date of this 10Q filing, the Company has 27,260,000 shares of $0.001 par value common stock issued and outstanding.

JACC STUDIOS INC’s fiscal year end is December 31.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated any revenues since inception, has sustained losses of $89,971 for the period from inception to June 30, 2019, has a stockholders’ deficit of $38,771 and working capital deficiency of $38,771 as of June 30, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. The Company plans to rely on the proceeds from loans from both unrelated and related parties to provide the resources necessary to fund the development of its business plan and operations. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Results of Operations – For the three and six months ended June 30, 2019 and 2018

Summary of Operations:

Revenue for the three and six months ended June 30, 2019 and 2018 was $0 for each period.

General and Administrative Expenses:

General and administrative expenses were $5,382 and $4,586 for the three months ended June 30, 2019 and 2018, $6,900 and $6,104 for the six months ended June 30, 2019 and 2018, respectively, which are attributable to professional fees including accounting services.

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Liquidity and Capital Resources

We have funded our operations to date primarily through the sale of equity. Based on our current operating plan, we anticipate that we have sufficient cash and cash equivalents to fund our operations into the coming months. We will require additional cash to fund our operating plan past that time. If the level of sales anticipated by our financial plan are not achieved or our working capital requirements are higher than planned, we will need to raise additional cash sooner or take actions to reduce operating expenses. We are implementing plans to reduce our costs of capital and improve our revenue. If we cannot generate adequate cash by implementing these steps, we plan to obtain additional cash through the issuance of equity or debt securities. There can be no assurance that additional cash will be available or that, if available, it will be available on terms acceptable to us on a timely basis. If adequate funds are not available on a timely basis, we intend to limit our operations to extend our funds as we pursue other financing opportunities and business relationships. This limitation of operations could include reducing our planned investment in working capital to fund revenue growth and result in reductions in staff, operating costs, and capital expenditures.

Net cash used in operating activities were $5,546 and $11,004 for the six months ended June 30, 2019 and 2018, respectively, which were all due to net loss incurred and change of accrued expenses.

Net cash provided by financing activities totaled $5,510 and $10,968 for the six months ended June 30, 2019 and 2018, respectively, which were all due to proceeds received from stockholder loan in the periods.

Assets and Liabilities:

At June 30, 2019, we had total current assets consisting of $77 cash and current liabilities of $38,848.

Off-Balance Sheet Arrangements

As of June 30, 2019, we do not have any off-balance sheet arrangements.

Inflation

Inflation has not had a material impact on our business and we do not expect inflation to have an impact on our business in the near future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable as we are currently considered a smaller reporting company.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2019, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than five percent of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

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

No unregistered equity securities were sold during the three months ended June 30, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6.  EXHIBITS.

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JACC STUDIOS INC.

(Registrant)

By: /s/ Jianhua Yu

Jianhua Yu

President (principal executive officer), Chief

Financial Officer (principal accounting officer),

Treasurer and Member of the Board of Directors

Date: August 9, 2019

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