10Q June 30 2016

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 June 30, 2015

Commission File Number 001-35597

ALL MARKETING SOLUTIONS, INC.

(Exact name of registrant as specified in it’s charter)

Nevada 26-3895737

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

112 North Curry Street - Carson City - Nevada 89703-4934

(Address of principal executive offices)(Zip Code)

(775) 321-8206

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(_)Yes

(X)No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (_) Yes (X)No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer (_) Accelerated filer (_) Non-accelerated filer (_) (Do not check if a smaller reporting company) Smaller reporting company (X)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court

(_)Yes (_) No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 21, 2016, there were 104,710,000 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION	3
Item 1. Financial Statements.	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4. Controls and Procedures.	10

PART II—OTHER INFORMATION	10
Item 1. Legal Proceedings.	10
Item 1A. Risk Factors.	10
Item 2. Unregistered Sales of Securities and Use of Proceeds.	10
Item 3. Defaults Upon Senior Securities.	10
Item 4. Submission of Matters to a Vote of Security Holders.	10
Item 5. Other Information.	10
Item 6. Exhibits.	10

PART I—FINANCIAL INFORMATION

ALL MARKETING SOLUTIONS, INC.

(FKA Patents Professional, Inc.)

CONDENSED INTERIM FINANCIAL STATEMENTS

June 30, 2015

Unaudited

CONDENSED INTERIM BALANCE SHEETS

CONDENSED INTERIM STATEMENTS OF OPERATIONS

CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

ALL MARKETING SOLUTIONS, INC.

(FKA Patents Professional, Inc.)

CONDENSED INTERIM BALANCE SHEETS

Unaudited


		June 30, 2015		December 31, 2014

ASSETS

CURRENT ASSETS
Cash	$	626	$	626
Prepaid expenses		-		-
TOTAL CURRENT ASSETS	$	626	$	626

FIXED ASSETS
Software, less impairment		-		-
TOTAL FIXED ASSETS	$	-	$	-

TOTAL ASSETS	$	626	$	626

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	143,464	$	163,404
Accounts payable - related party		27,600		26,100
Loans from related party		113,600		86,611
TOTAL CURRENT LIABILITIES	$	284,664	$	276,115

STOCKHOLDERS' EQUITY/(DEFICIT)
Capital stock
Authorized
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
104,710,000 shares at June 30, 2015 & at Dec 31, 2014	$	104,710	$	104,710
Additional Paid in Capital		960,610		960,610
Accumulated Deficit		(1,349,358)		(1,340,809)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	(284,038)	$	(275,489)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	626	$	626

The accompanying notes are an integral part of these financial statements

ALL MARKETING SOLUTIONS, INC.

(FKA Patents Professional, Inc.)

CONDENSED INTERIM STATEMENTS OF OPERATIONS

Unaudited

The accompanying notes are an integral part of these financial statements

ALL MARKETING SOLUTIONS, INC.

(FKA Patents Professional, Inc.)

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

Unaudited


		Six months ended		Six months ended
		June 30, 2015		June 30, 2014
OPERATING ACTIVITIES
Net loss	$	(8,549)	$	(1,092,630)
Adjustment to reconcile net loss to net cash
used in operating activities
Impairment of software source code		-		1,000,000
Expenses paid on company's behalf by shareholder		26,989		61,130
Prepaid Expenses		-		(25,000)
Increase (decrease) in accrued expenses		(18,440)		6,361
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	-	$	(50,139)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	$	-	$	-

FINANCING ACTIVITIES
Proceeds from sale of common stock		-		60,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	-	$	60,000

NET INCREASE (DECREASE) IN CASH	$	-	$	9,861

CASH, BEGINNING OF PERIOD	$	626	$	139

CASH, END OF PERIOD	$	626	$	10,000

Supplemental cash flow information and noncash financing activities:
Cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	-

The accompanying notes are an integral part of these financial statements

ALL MARKETING SOLUTIONS, INC.

(FKA Patents Professional, Inc.)

NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

June 30, 2015

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements. The results of operations for the periods ended June 30, 2015 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $284,038, an accumulated deficit of $1,349,358. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - IMPAIRMENT OF FIXED ASSET

On January 8, 2014, the Company, completed the acquisition of, and exclusive rights in and to, computer source code related to software applications for the management of Internet cloud storage services in exchange for 4,000,000 shares of Common Restricted Stock at a value of $0.25 per share for the source and object code forms of the software applications.

Within the guidelines of the ASC, it was deemed that this acquisition of an intangible fixed asset of $1,000,000, did not pass the quantitive test of impairment and it has accordingly been written down to a zero balance.

NOTE 4 – CAPITAL STOCK

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

On January 8, 2014, the Company issued 4,000,000 common shares in exchange for a capital acquisition, at $0.25 per share.

On May 15, 2014, the Company issued 150,000 common shares for cash of $60,000.

As of June 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

As of June 30, 2015, 104,710,000 (104,710,000 as of December 31, 2014) common shares were issued and outstanding.

NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS

At June 30, 2015 the Company received a loan from related parties totaling $143,463 ($163,403 at December 31, 2014) of which $27,600 ($26,100 at December 31, 2014) were for expenses paid on behalf of the company by a vendor and $113,600 ($86,611 at December 31, 2014) were for expenses paid on behalf of a shareholder. These amounts are payable on demand and without interest.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no further events to disclose.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Results of Operations

For the three month period ended June 30, 2015 we had no revenue. Expenses for the three month period ended June 30, 2015 totaled $2,850 resulting in a Net loss of $2,850 compared to expenses totaling $88,355 and a net loss of $88,355 for the three month period ended June 30, 2014. The Net Loss for the three month period ended June 30, 2015 is a result of Office and general expense of $600 comprised primarily of web site maintenance expense, Professional Fees of $2,250 comprised primarily of accounting expense and related party expense of $Nil. The Net Loss for the three month period ended June 30, 2014 was a result of Office and general expense of $85,455 comprised primarily of software development expense of $75,000 and Transfer fees of $8,600, Office expenses of $1,050, Professional Fees of $2,900 comprised primarily of accounting expense and related party expense of $1,500 comprised primarily of accounting expense.

For the six month period ended June 30, 2015 we had no revenue. Expenses for the six month period ended June 30, 2015 totaled $8,549 resulting in a Net loss of $8,549 compared to expenses totaling $1,092,630 and a net loss of $1,092,630 for the six month period ended June 30, 2014. The Net Loss for the six month period ended June 30, 2015 is a result of Office and general expense of $3,299 comprised primarily of Transfer fees, Professional Fees of $5,250 comprised primarily of accounting expense and related part expense of $Nil. The Net Loss for the six month period ended June 30, 2014 was a result of Impairment of fixed asset expense of $1,000,000, Office and general expense of $86,630 comprised primarily of Software development expense and Transfer fees, Professional Fees of $6,000 comprised primarily of accounting expense of $3,000 and related part expense of $3,000 comprised primarily of accounting expense.

Capital Resources and Liquidity

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

As of June 30, 2015, we had $626 in cash as compared to $626 in cash at December 31, 2014. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We previously registered 4,000,000 shares of our common stock for sale to the public. Our registration statement became effective on November 1, 2011 and we are still in the process of seeking additional equity financing in the form of private placements to fund our operations over the next 12 months.

Management believes that if subsequent private placements are successful, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that as of June 30, 2015, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits.

3(i)

Articles of Incorporation¹

3(ii)

Bylaws²

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer **


		Three months ended		Three months ended		Six months ended		Six months ended
		June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
REVENUE

Revenues	$	-	$	-	$	-	$	-
Total Revenues	$	-	$	-	$	-	$	-

EXPENSES

Impairment of fixed asset	$	-	$	-	$	-	$	1,000,000
Office and general		600		85,455		3,299		86,630
Professional Fees		2,250		1,400		5,250		3,000
related party		-		1,500		-		3,000
Total Expenses	$	2,850	$	88,355	$	8,549	$	1,092,630

NET LOSS	$	(2,850)	$	(88,355)	$	(8,549)	$	(1,092,630)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	-	$	-	$	-	$	(0.01)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	$	104,710,000	$	104,637,473	$	104,710,000	$	104,444,254

3(i)		Articles of Incorporation¹
3(ii)		Bylaws²
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer **