U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________________
Commission File No. 333-164206
Kama Resources Inc.
(Name of small business issuer in its charter)
Nevada
(State of Incorporation)
N/A
(I.R.S. Employer Identification No.)
Suite 1707-B, 17th Floor, CTS Center 219 Zhong Shan Wu Road Guangzhou, China 510030
(Address of principal executive offices)
8613808821282
(Registrant's telephone number, including area code)
N/A
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [X] 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 [ ]
Small Reporting Company [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (Section229.405 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 shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] YES [X] NO
The number of shares outstanding of the Registrant's common stock, par value $.001 per share, at July 31, 2016 was 5,000,000 shares.
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Part I - FINANCIAL INFORMATION
| Kama Resources Inc. | |||||||||||||||
| (A Development Stage Company) | |||||||||||||||
| Balance Sheets | |||||||||||||||
| July 31, | October 31, | ||||||||||||||
| 2016 | 2015 | ||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||
| ASSETS | |||||||||||||||
| Current Assets | |||||||||||||||
| Cash and Cash Equivalents | $ - | $ - | |||||||||||||
| TOTAL ASSETS | $ - | $ - | |||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||
| Current Liabilities | |||||||||||||||
| Accounts Payable and Accrued Liabilities | $ 38,435 | $ 37,510 | |||||||||||||
| TOAL CURRENT LIABILITIES | $ 38,435 | $ 37,510 | |||||||||||||
| Stockholders' Equity | |||||||||||||||
| Common Stock | |||||||||||||||
| Authorized: | |||||||||||||||
| 75,000,000 common shares at $0.001 par value | |||||||||||||||
| Issued and Outstanding: | |||||||||||||||
| 5,000,000 common shares | 5,000 | 5,000 | |||||||||||||
| Additional Paid-in Capital | 18,000 | 18,000 | |||||||||||||
| (Deficit) accumulated during the development stage | (61,435) | (60,510) | |||||||||||||
| TOTAL STOCKHOLDERS' EQUITY | (38,435) | (37,510) | |||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ - | $ - | |||||||||||||
| The accompanying notes are an integral part of these financial statements | |||||||||||||||
| Kama Resources Inc. | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| Statements of Operations | ||||||||||||
| For the Three Months Ended | For the Nine Months Ended | From October 19, 2009 | ||||||||||
| July 31, | July 31, | July 31, | July 31, | (Inception) to July 31, | ||||||||
| 2016 | 2015 | 2016 | 2015 | 2016 | ||||||||
| Revenues | - | - | - | - | - | |||||||
| General and Administration Expenses | ||||||||||||
| Filing Fees | 1,579 | |||||||||||
| Professional Fees | $ 175 | 115 | 925 | 4,355 | 58,775 | |||||||
| Office Expense | - | - | 1,000 | |||||||||
| Bank charges | - | - | 81 | |||||||||
| Total Expenses | 175 | 115 | 925 | 4,355 | 61,435 | |||||||
| Operating loss | (175) | (115) | (925) | (4,355) | (61,435) | |||||||
| Net (loss) for the period | $ (175) | $ (115) | $ (925) | $ (4,355) | $ (61,435) | |||||||
| Net (loss) per share | ||||||||||||
| Basic and diluted | $ - | $ - | $ - | $ - | ||||||||
| Weighted Average Shares Outstanding | ||||||||||||
| Basic and diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||
| Kama Resources Inc. | |||||||||||
| (A Development Stage Company) | |||||||||||
| Statement of Cash Flows | |||||||||||
| For the Three Months Ended | For the Nine Months Ended | From October 19, 2009 | |||||||||
| July 31, | July 31, | July 31, | July 31, | (Inception) to July 31, | |||||||
| 2016 | 2015 | 2016 | 2015 | 2016 | |||||||
| Cash Flow from Operating Activities | |||||||||||
| Net (loss) for the period | $ (175) | (115) | $ (925) | (4,355) | $ (61,435) | ||||||
| Imputed interest on related party transactions | - | - | - | - | - | ||||||
| Changes in Non-Cash Working Capital Items | |||||||||||
| Accounts Payable and Accrued Liabilities | 175 | 115 | 925 | 4,355 | 38,435 | ||||||
| Net Cash Flow Used in Operating Activities | - | - | - | - | (23,000) | ||||||
| Investing Activities | |||||||||||
| Due from Related Party | - | - | - | ||||||||
| Net Cash Flow Provided by Investing Activities | - | - | - | ||||||||
| Financing Activities | |||||||||||
| Proceeds from Stock Issuance | 23,000 | ||||||||||
| Shareholder Loan | - | - | - | - | - | ||||||
| Net Cash Flow Provided by Financing Activities | - | - | - | - | 23,000 | ||||||
| Net Change in Cash | - | - | - | - | - | ||||||
| Cash, Beginning of Period | - | 20,005 | - | 20,005 | - | ||||||
| Cash, End of Period | $ - | 20,005 | $ - | 20,005 | $ - | ||||||
| The accompanying notes are an integral part of these financial statements | |||||||||||
Kama Resources Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Nine Months Ended July 31, 2016
(Unaudited)
NOTE 1 - Nature and Continuance of Operations
The Company is a development stage company, which was incorporated on October 19, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern basis. The company has accumulated a deficit of $59,765 since its inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The Company's year-end is October 31.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
Interim Financial Statements
The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended October 31, 2014. 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 omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the nine months ended July 31, 2015 are not necessarily indicative of the results to be expected for any other interim period of a future year.
Impairment of Long Lived Assets
Impairment of Long Lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency
Translation The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As July 31, 2016, diluted net loss per share is equivalent to basic net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation- Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable ASC Topic 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended July 31, 2016.
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" during the period ended July 31, 2016.
New Accounting Standards
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. 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 from U.S. GAAP. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
NOTE 3- Capital Stock
On October 18, 2009, the Company issued 3,000,000 common shares at $0.001 per share to the sole director of the Company for the total proceeds of $3,000.
On May 1, 2013, the Company issued 2,000,000 common shares at $0.01 per share for the total proceeds of $20,000.
Note 4 - Cash and Cash Equivalents
The Company has cash held in trust by third party in the amount of $0, which are from the proceeds of common stock issuance.
Note 5 -Accounts Payable and Accrued Liabilities
The balances of Accounts Payable and Accrued Liabilities were $175 and $115 as of July 31, 2016 and July 31, 2015, respectively.
The Company’s consultant has paid various invoices and expenses on behalf of the Company. The amount owed to the Company’s consultant is $58,775 as of July 31, 2016 which is include in accounts payable.
Note 6 - Income Tax
The Company has $61,435 of Net Operating Loss Carryforward available to offset future taxable income. These net operating losses are not likely to be fully realized, and consequently a full valuation allowance has been established relating to such deferred tax assets. This cumulative tax loss expires as early as October 31, 2029.
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
Caution about Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", "our company" and "Kama" mean Kama Resources Inc., unless otherwise indicated.
Overview
Kama Resources Inc. was incorporated in the state of Nevada on October 19, 2009. Kama intends to develop and become a servicer for non-traditional automobile finance loans for car dealerships. Kama will specialize in mitigating loan losses and maximizing total dollars collected for holders of non-traditional automobile loan portfolios. Essentially, we believe our service will aid the customer in finding the best, and/or lowest price loan tailored to their specific financial circumstances. The initial region we plan to market our service in will be Changchun, Jilin, China.
The Company have hired a website designer to develop the company website. The website is in the early stage of development where the information is collected and the final layout has been confirmed. The Company has launched the corporate website in December of 2015.
Results of Operations
Kama has not generated any revenues for the nine months ended July 31, 2016.
The Company experienced general and administration expenses of $925 for the nine months ended July 31, 2016, compared to general and administration expenses of $4,335 for the nine months ended July 31, 2015. The decrease in expenses experienced by the Company has been related to decrease in professional expenses spent by the Company.
For the nine months ended July 31, 2016, the company experienced a net loss of $925 as compared to $4,335 for the nine months ended July 31, 2015.
Liquidity and Capital Resources
During the nine-months period ended July 31, 2016, the Company did not have any working capital needs. As of July 31, 2016, the Company has cash and cash equivalence in the amount of $0. Management does not expect that the current level of cash on hand will be sufficient to fund our operation for the next twelve-month period. In the event that additional funds are required to maintain operations, our officers and directors have agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain more future loans from our shareholders, but there are no agreements or understandings in place currently.
We believe that we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any agreements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.
Off-Balance Sheet Arrangements
None
Item 3. Quantitative Disclosures About Market Risks
As a "smaller reporting company", we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal accounting officer and principal financial officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of July 31, 2016, the end of the three-month period ended covered by this report, our president (our principal executive officer, principal accounting officer and principal financial officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal accounting officer and principal financial officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
There have been no changes in our internal controls over financial reporting that occurred during the period ended July 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II: OTHER INFORMATION
Items 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".
Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.
RISKS RELATED TO OUR BUSINESS
Our auditors have issued a going concern opinion. This means we may not be able to achieve our objectives and may have to suspend or cease operations.
Our auditors have issued a going concern opinion as at October 31, 2014. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you will lose your investment.
Because all of our assets and our officers and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.
All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions against us or our director and officer predicated upon the securities laws of the United States or any state thereof.
Because we have only one officer and director who are responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.
We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations.
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.
Because all of our assets and our sole officer and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.
All of our assets are located outside of the United States. In addition, our director and officer is a national and/or resident of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China or China or other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions against us, our sole officer and our directors predicated upon the securities laws of the United States or any state thereof.
If we are not able to effectively respond to competition, our business may fail.
There are many small software developers that sell software products which are similar to our proposed business venture. Most of these competitors have established businesses with a established customer base. We will attempt to compete against these groups by offering a much higher quality product compared to our competitors’ products with a more customizable product. However, we cannot assure you that such a strategy will be successful, or that competitors will not copy our business strategy. Our inability to achieve sales and revenues due to competition will have an adverse effect on our business operations and financial condition.
We need to raise additional investment capital in the future in order to commence our business operations.
If we are unable to raise the required investment capital, you may lose all of your investment In the current economic environment; it is extremely difficult for companies without profits or revenues, such as us, to raise capital. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our initial capital requirement needs. If we are unable to raise the required financing, we will be unable to proceed with our business plan and you may lose your entire investment.
Because our articles of incorporation authorize the issuance of 75,000,000 shares of common stock, an investor faces the risk of having their percentage ownership diluted in the future.
We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. These shares may also be issued without security holder approval and, if issued, may be granted voting powers, rights, and preferences that differ from and may be superior to those of the registered shares.
RISKS RELATED TO OUR COMMON STOCK
Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.
Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Item 2 Unregistered Sales of Equity 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
(a) The following exhibit is filed as part of this report:
31.1 Certification of Principal Executive Officer and Principal Financial Officer filed 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
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 November 18, 2016.
/s/ Dayong Sun
Mr. Dayong Sun, President
Exhibit 31.1 OFFICER'S CERTIFICATION PURSUANT TO SECTION 302
I, Dayong Sun, certify that:
1. I have reviewed this annual report on Form 10-Q of Kama Resources Inc.;
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. The registrants other certifying officer(s) and I are 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 registrant's 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 registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.
November 18, 2016
By: /s/ Dayong Sun
Name: Dayong Sun
Title: Principal Executive Officer and Principal Financial Officer
EX-32.1 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 Annual Report of Kama Resources Inc. on Form 10-Q for the quarter ended July 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dayong Sun, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 18, 2016
By: /s/ Dayong Sun
Name: Dayong Sun
Title: Principal Executive Officer and Principal Financial Officer
Document and Entity Information |
9 Months Ended |
|---|---|
|
Jul. 31, 2016
USD ($)
shares
| |
| Document And Entity Information | |
| Entity Registrant Name | Kama Resources Inc. |
| Entity Central Index Key | 0001479239 |
| Document Type | 10-Q |
| Document Period End Date | Jul. 31, 2016 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --10-31 |
| Is Entity a Well-known Seasoned Issuer? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | No |
| Entity Filer Category | Smaller Reporting Company |
| Entity Public Float | $ | $ 2,000,000 |
| Entity Common Stock, Shares Outstanding | shares | 5,000,000 |
| Document Fiscal Period Focus | Q3 |
| Document Fiscal Year Focus | 2015 |
Balance Sheets - USD ($) |
Jul. 31, 2016 |
Oct. 31, 2015 |
|---|---|---|
| Current Assets | ||
| Cash and Cash Equivalents | $ 0 | $ 0 |
| TOTAL CURRENT ASSETS | 0 | 0 |
| TOTAL ASSETS | 0 | 0 |
| Current Liabilities | ||
| Accounts Payable and Accrued Liabilities | 38,435 | 37,510 |
| TOTAL CURRENT LIABILITIES | 38,435 | 37,510 |
| Issued and outstanding: 5,000,000 common shares | 5,000 | 5,000 |
| Additional Paid-in Capital | 18,000 | 18,000 |
| (Deficit) accumulated during the development stage | (61,435) | (60,510) |
| TOTAL STOCKHOLDERS' EQUITY | (38,435) | (37,510) |
| Total Liabilities and Stockholder's Equity | $ 0 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Jul. 31, 2016 |
Oct. 31, 2015 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common Stock par value | $ 0.001 | $ 0.001 |
| Common Stock Authorized | 75,000,000 | 75,000,000 |
| Common Stock Issued and Outstanding | 5,000,000 | 5,000,000 |
Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| General and Administration Expenses | ||||
| Professional Fees | $ 175 | $ 115 | $ 925 | $ 4,355 |
| Operating loss | 175 | 115 | 925 | 4,355 |
| Net (loss) for the period | $ (175) | $ (115) | $ (925) | $ (4,355) |
| Basic and diluted net (loss) per share | ||||
| Weighted Average Number of Common Shares Outstanding | ||||
| Basic and diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Statements of Cash Flows - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jul. 31, 2016 |
Jul. 31, 2015 |
Jul. 31, 2016 |
Jul. 31, 2015 |
|
| Operating Activities | ||||
| Net (loss) for the period | $ (175) | $ (115) | $ (925) | $ (4,355) |
| Changes in non-cash working capital items | ||||
| Accounts Payable and Accrued Liaiblities | 175 | 115 | 925 | 4,355 |
| Consultant | ||||
| Cash used in operating activities | 0 | 0 | 0 | 0 |
| Financing Activities | ||||
| Cash received from shares issued | ||||
| Cash provided by financing activities | 0 | 0 | 0 | 0 |
| Cash increase (decrease) during the Period | 0 | 0 | 0 | 0 |
| Cash, Beginning of Period | 0 | 20,005 | 0 | 20,005 |
| Cash, End of Period | $ 0 | $ 20,005 | $ 0 | $ 20,005 |
Nature and Continuance of Operations |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Accounting Policies [Abstract] | |
| Nature and Continuance of Operations |
NOTE 1 - Nature and Continuance of Operations
The Company is a development stage company, which was incorporated on October 19, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern basis. The company has accumulated a deficit of $59,765 since its inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The Company's year-end is October 31. |
Summary of Significant Accounting Policies |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies |
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
Interim Financial Statements
The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended October 31, 2014. 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 omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the nine months ended July 31, 2015 are not necessarily indicative of the results to be expected for any other interim period of a future year.
Impairment of Long Lived Assets
Impairment of Long Lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency
Translation The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As July 31, 2016, diluted net loss per share is equivalent to basic net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation- Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable ASC Topic 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended July 31, 2016.
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" during the period ended July 31, 2016.
New Accounting Standards
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. 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 from U.S. GAAP. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements. |
Capital Stock |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Equity [Abstract] | |
| Capital Stock |
NOTE 3- Capital Stock
On October 18, 2009, the Company issued 3,000,000 common shares at $0.001 per share to the sole director of the Company for the total proceeds of $3,000.
On May 1, 2013, the Company issued 2,000,000 common shares at $0.01 per share for the total proceeds of $20,000. |
Cash and Cash Equivalents |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Cash and Cash Equivalents [Abstract] | |
| Cash and Cash Equivalents |
Note 4 - Cash and Cash Equivalents
The Company has cash held in trust by third party in the amount of $0, which are from the proceeds of common stock issuance. |
Accounts Payable and Accrued Liabilities |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Payables and Accruals [Abstract] | |
| Accounts Payable and Accrued Liabilities |
Note 5 -Accounts Payable and Accrued Liabilities
The balances of Accounts Payable and Accrued Liabilities were $175 and $115 as of July 31, 2016 and July 31, 2015, respectively.
The Company’s consultant has paid various invoices and expenses on behalf of the Company. The amount owed to the Company’s consultant is $58,775 as of July 31, 2016 which is include in accounts payable.
|
Income Tax |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Income Tax Disclosure [Abstract] | |
| Income Tax |
Note 6 - Income Tax
The Company has $61,435 of Net Operating Loss Carryforward available to offset future taxable income. These net operating losses are not likely to be fully realized, and consequently a full valuation allowance has been established relating to such deferred tax assets. This cumulative tax loss expires as early as October 31, 2029. |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
|---|---|
Jul. 31, 2016 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. |
| Use of Estimates | Use of Estimates
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates. |
| Interim Financial Statements | Interim Financial Statements
The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended October 31, 2014. 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 omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the nine months ended July 31, 2015 are not necessarily indicative of the results to be expected for any other interim period of a future year. |
| Impairment of Long Lived Assets | Impairment of Long Lived Assets
Impairment of Long Lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value. |
| Foreign Currency | Foreign Currency
Translation The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk. |
| Financial Instruments | Financial Instruments
The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
| Income Taxes | Income Taxes
The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
| Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share
In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As July 31, 2016, diluted net loss per share is equivalent to basic net loss per share. |
| Stock Based Compensation | Stock Based Compensation
The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation- Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable ASC Topic 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended July 31, 2016. |
| Comprehensive Income | Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" during the period ended July 31, 2016. |
| New Accounting Standards | New Accounting Standards
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. 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 from U.S. GAAP. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements. |