UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 333-181259
AFC BUILDING TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | N/A |
| (State or other jurisdiction of incorporation or | (IRS Employer Identification No.) |
| organization) | |
| 101 Mary Street West, Whitby, ON, Canada | L1N 2R4 |
| (Address of principal executive offices) | (Zip Code) |
(905) 430-6433
(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).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [X] |
| (Do not check if a smaller reporting company) |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act)
[ ]
YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
[ ] YES [
] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
34,760,008 common shares issued and outstanding as of January 18, 2018.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited condensed consolidated financial statements for the six month periods ended June 30, 2017 and 2016 form part of this quarterly report. Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles with the instructions to Form 10-Q and Article 8 of Regulation S-X.
Operating results for the six month period ended June 30, 2017 are not necessarily indicative of the results that can be expected for the year ending December 31, 2017.
4
AFC Building Technologies Inc.
Condensed Consolidated
Balance Sheets
| June 30, | December 31, | |||||
| 2017 | 2016 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 190 | $ | 9 | ||
| Total Assets | $ | 190 | $ | 9 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 104,358 | $ | 75,491 | ||
| Due to related party (Note 2) | 45,119 | 44,824 | ||||
| Total Liabilities | 149,477 | 120,315 | ||||
| Commitments and Contingencies | ||||||
| Stockholders’ Deficit | ||||||
| Preferred stock,
$0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding |
– | – | ||||
| Common stock,
$0.001 par value, 200,000,000 shares authorized, 34,760,008 shares issued and outstanding, respectively |
34,760 | 34,760 | ||||
| Additional paid-in capital | 201,369 | 201,369 | ||||
| Accumulated deficit | (385,416 | ) | (356,435 | ) | ||
| Total Stockholders’ Deficit | (149,287 | ) | (120,306 | ) | ||
| Total Liabilities and Stockholders’ Deficit | $ | 190 | $ | 9 |
(The accompanying notes are an integral part of these condensed financial statements)
5
AFC Building Technologies Inc.
Condensed Consolidated
Statements of Operations and Comprehensive Loss
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||
| Expenses | ||||||||||||
| Bank charges and interest | $ | 42 | $ | 42 | $ | 114 | $ | 84 | ||||
| Selling, marketing and administrative | 15,248 | 836 | 28,867 | 836 | ||||||||
| Total Operating Expenses | 15,290 | 878 | 28,981 | 920 | ||||||||
| Loss Before Taxes | (15,290 | ) | (878 | ) | (28,981 | ) | (920 | ) | ||||
| Income Taxes | – | – | – | – | ||||||||
| Net Loss | $ | (15,290 | ) | $ | (878 | ) | $ | (28,981 | ) | $ | (920 | ) |
| Loss per Common Share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted Average Shares Outstanding | 34,760,008 | 34,760,008 | 34,760,008 | 34,760,008 | ||||||||
(The accompanying notes are an integral part of these condensed financial statements)
6
AFC Building Technologies Inc.
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
| Six months Ended | ||||||
| June 30, | ||||||
| 2017 | 2016 | |||||
| Operating Activities | ||||||
| Net Loss | $ | (28,981 | ) | $ | (920 | ) |
| Changes in Operating Assets and Liabilities: | ||||||
| Accounts payable and accrued liabilities | 28,867 | – | ||||
| Due to related party | 295 | 836 | ||||
| Net Cash Provided By (Used in) Operating Activities | 181 | (84 | ) | |||
| Net Cash (Used in) Investing Activities | - | - | ||||
| Net Cash (Used in) Financing Activities | - | - | ||||
| Increase (Decrease) In Cash | 181 | (84 | ) | |||
| Cash - Beginning of Period | 9 | 163 | ||||
| Cash - End of Period | $ | 190 | $ | 79 | ||
| Supplemental Disclosures | ||||||
| Interest paid | $ | – | $ | – | ||
| Income taxes paid | $ | – | $ | – | ||
(The accompanying notes are an integral part of these condensed financial statements)
7
AFC Building Technologies Inc.
Notes to Condensed
Consolidated Financial Statements
June 30, 2017 and 2016
| 1. |
Nature of Operations |
|
AFC Building Technologies Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 10, 2011. Effective January 10, 2014, the Company changed its name from Auto Tool Technologies Inc. to AFC Building Technologies Inc. The Company was engaged in the sales and distribution of hand tools in Canada. | |
| Going Concern | |
|
On June 30, 2015, the Company decided that continuing the operations of its wholly-owned subsidiary, DSL Products Limited (“DSL”) would no longer be economically feasible. All of the shares of DSL held by the Company were returned to DSL for cancellation and as of June 30, 2015 the Company no longer held any interest in DSL. The Company is in the process of determining a new line of business. | |
|
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. Since June 30, 2015, the Company has not generated any revenues, has a working capital deficit of $149,287, and has an accumulated deficit of $385,416 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
|
Summary of Significant Accounting Policies | |
|
Basis of Presentation | |
|
The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission (“SEC”) instructions for companies filing Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2017, and the results of operations and cash flows for the periods ended June 30, 2017 and 2016. The financial data and other information disclosed in the notes to the interim financial statements related to the periods are unaudited. The results for the three and six-month period ended June 30, 2017 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2017. These unaudited interim financial statements should be read in conjunction with the Company’s annual audited financial statements and notes thereto for the year ended December 31, 2016, included in the Company’s Form 10-K filed on June 8, 2017 with the SEC. | |
|
Use of Estimates | |
|
The preparation of these financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, collectability of receivables and related bad debt expenses, inventory shrinkage and write off, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
8
AFC Building Technologies Inc.
Notes to Condensed Consolidated Financial
Statements
June 30, 2017 and 2016
(Unaudited)
| 2. |
Related Party Transactions | |
| a) |
At June 30, 2017, the Company owed $7,963 (December 31, 2016 - $7,963) to the President of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required. The amount is unsecured, non-interest bearing and due on demand. | |
| b) |
At June 30, 2017, the Company owed $37,156 (December 31, 2016 - $36,861) to a shareholder of the Company. These were monies advanced for general working capital purposes, (i.e. accounting and professional fees) as required. The amount is unsecured, non-interest bearing and due on demand. | |
| 3. |
Licensing Agreement |
|
On June 30, 2015, the Company entered into a license agreement with a shareholder of the Company. Pursuant to the agreement, the Company received an exclusive worldwide license in regards to 15 domain names related to the automotive e-commerce business for a period of 40 years. In consideration for the granting of the license, the Company will pay to the licensor a royalty of 2.5% of gross sales for any revenue derived from the use of the licensed domains. | |
| 4. |
Subsequent Events |
|
Management has evaluated subsequent events pursuant to ASC Topic 855, and has determined there are no subsequent events to disclose. |
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean AFC Building Technologies Inc., a company incorporated under the laws of the state of Nevada, and our formerly wholly-owned subsidiary, DSL Products Limited, a company incorporated under the laws of the Province of Ontario, Canada, unless otherwise indicated.
General Overview
We were incorporated under the laws of the state of Nevada on May 10, 2011. Our fiscal year end is December 31. Our business offices are currently located at 101 ½ Mary Street West, Whitby, Ontario, Canada, L1N 2R4. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (905) 430-6433.
10
Our Current Business
On June 30, 2015, we decided that continuing the operations of our wholly-owned subsidiary, DSL Products Limited (“DSL”) would no longer be economically feasible. All of the shares of DSL held by us were returned to DSL for cancellation and as of June 30, 2015 we no longer held any interest in DSL. Concurrently with the discontinuation of the DSL operations, we entered into a license agreement to obtain an exclusive, 40 year, worldwide license to use and commercialize 15 domain names related to the automotive e-commerce business. In consideration for the granting of the license, we will pay to the licensor a royalty of 2.5% of gross sales for any revenue derived from the use of the licensed domains. Consistent with our historical operations in this area, we intend to continue to pursue automotive e-commerce opportunities.
Our recent business plan has been to launch a retail consumer portal for the sale of auto parts and accessories. However, we are currently reviewing our business strategy with respect to launching a business to consumer website. Major competitors including eBay and Amazon have recently launched major initiatives to sell auto parts and accessories on-line. We are continuing to monitor these developments. In addition, we are also currently reviewing other potential business ventures, in an effort to capitalize on our logistics and distribution expertise. We have not been able to raise, sufficient capital to launch our e-commerce business, particularly given these developments in the industry.
11
Cash Requirements
Based on our planned expenditures, we will require approximately $30,000 over the next 12 months. In order to provide funds, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.
We have not investigated the availability of commercial loans or other debt financing to supplement or meet our cash requirements. In the uncertain event that any such debt financing alternatives were available to us on acceptable terms, they would increase our liabilities and future cash commitments.
Future Financings
We will continue to rely on equity sales of our common shares and funding from directors and shareholders in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2017, which are included herein.
Three Months Ended June 30, 2017 and June 30, 2016
Our operating results for the three months ended June 30, 2017 and June 30, 2016 are summarized as follows:
12
| Three | Three | |||||
| Months | Months | |||||
| Ended | Ended | |||||
| June 30, | June 30, | |||||
| 2017 | 2016 | |||||
| Revenue | $ | - | $ | - | ||
| Cost of sales | - | - | ||||
| Bank charges and interest | 42 | 42 | ||||
| Selling, marketing and administrative | 15,248 | 836 | ||||
| Net Loss | (15,290 | ) | (878 | ) | ||
| Loss per common share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) |
Revenue and Cost of Sales
We had no revenues and did not engage in any sales activities during the three month periods ended June 30, 2017 and June 30, 2016, respectively.
Operating Expenses
We incurred a net loss from operations of $15,290 for the three months ended June 30, 2017, compared to $878 during the three months ended June 30, 2016. The significant increase in net loss during the three months ended June 30, 2017 resulted almost entirely from the $15,248 in Selling, marketing and administrative expenses (June 30, 2016 - $836) incurred in preparation of the Company’s financial statements and public disclosure documents. Bank charges and interest were $42 during each of the three month periods ended June 30, 2017 and June 30, 2016, respectively.
Six Months Ended June 30, 2017 and June 30, 2016
Our operating results for the six months ended June 30, 2017and June 30, 2016 are summarized as follows:
| Six | Six | |||||
| Months | Months | |||||
| Ended | Ended | |||||
| June 30, | June 30, | |||||
| 2017 | 2016 | |||||
| Revenue | $ | - | $ | - | ||
| Cost of sales | - | - | ||||
| Bank charges and interest | 114 | 84 | ||||
| Selling, marketing and administrative | 28,867 | 836 | ||||
| Net Loss | (28,981 | ) | (920 | ) | ||
| Loss per common share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) |
13
Our financial statements report a net loss of $28,981 for the six month period ended June 30, 2017 compared to a net loss of $920 for the six-month period ended June 30, 2016. The significant increase in net loss during the six months ended June 30, 2017 resulted almost entirely from the $28,867 in Selling, marketing and administrative expenses (June 30, 2016 - $836) incurred in preparation of the Company’s financial statements and public disclosure documents. Bank charges and interest during the six months ended June 30, 2017 were $114 (June 30, 2016 -$84).
Liquidity and Financial Condition
Working Capital
| At | At | |||||
| June | December | |||||
| 30, | 31, | |||||
| 2017 | 2016 | |||||
| Current Assets | $ | 190 | $ | 9 | ||
| Current Liabilities | 149,477 | 120,315 | ||||
| Working capital (deficit) | $ | 149,287 | $ | (120,306 | ) |
As at June 30, 2017 we had current assets of $190 (consisting of cash), current liabilities of $149,477, and a working capital deficit of $149,287. This compares to our total current assets of $9, current liabilities of $120,315, and working capital deficit of $120,306 as at December 31, 2016.
Cash Flows
| Six | Six | |||||
| Months | Months | |||||
| Ended | Ended | |||||
| June 30, | June 30, | |||||
| 2017 | 2016 | |||||
| Net cash provided by (used in) operating activities | $ | 181 | $ | (84 | ) | |
| Net cash (used in) investing activities | - | - | ||||
| Net cash (used in) financing activities | - | - | ||||
| Net increase (decrease) in cash during period | $ | 181 | $ | (84 | ) |
Operating Activities
Net cash provided by operating activities was $181 during the six months ended June, 2017 compared with net cash used in operating activities of $84 during the six months ended June 30, 2016. This increase in cash provided was the result of cash advances made during 2017 by related parties.
14
Investing Activities
The Company had no active investments during the six months ended June 30, 2017 or 2016, respectively.
Financing Activities
Net cash provided by financing activities was $0 during the six months ended June 30, 2017 and 2016, respectively.
Going Concern
Our consolidated financial statements for the six month period ended June 30, 2017 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders and note holders, the ability of our company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at June 30, 2017, our company has not generated any revenues, has a working capital deficit of $154,559, and has an accumulated deficit of $390,688. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.
Critical Accounting Policies
These financial statements and related notes are expressed in US dollars. The consolidated financial statements include the accounts of the Company and formerly wholly-owned subsidiary, DSL Products Limited. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is December 31.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework, as published in 1992.
15
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2017, our management determined that there were control deficiencies that constituted material weaknesses, as described below:
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, 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 company.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
16
Item 5. Other Information
Not applicable.
Item 6. Exhibits
| Exhibit | Description |
| Number | |
| (3) | Articles of Incorporation and Bylaws |
| 3.1 | |
| 3.2 | By-laws (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2012). |
| 3.3 | |
| (10) | Material Contracts |
| 10.1 | |
| 10.2 | |
| 10.3 | |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1* | |
| (32) |
Section 1350 Certifications |
| 32.1* | |
| 101* |
Interactive Data File |
| 101.INS | |
| 101.SCH | |
| 101.CAL | |
| 101.DEF | |
| 101.LAB | |
| 101.PRE |
| * |
Filed herewith. |
| ** |
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AFC BUILDING TECHNOLOGIES INC. | ||
| (Registrant) | ||
| Dated: January 22, 2018 | By: | /s/ Cindy Lee Kelly |
| Cindy Lee Kelly | ||
| President, Chief Executive Officer, Chief Financial | ||
| Officer, Secretary, Treasurer and Director | ||
| (Principal Executive Officer, Principal Financial | ||
| Officer and Principal Accounting Officer) | ||
18
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS
ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cindy Lee Kelly, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of AFC Building Technologies 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 registrant's 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 registrant's 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 registrant's 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. |
| Date: January 22, 2018 | |
| /s/ Cindy Lee Kelly | |
| Cindy Lee Kelly | |
| President, Chief Executive Officer, Chief Financial | |
| Officer, Secretary, Treasurer and Director | |
| (Principal Executive Officer, Principal Financial | |
| Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Cindy Lee Kelly, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) |
the Quarterly Report on Form 10-Q of AFC Building Technologies Inc. for the six months ended June 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AFC Building Technologies Inc. |
Dated: January 22, 2018
| /s/ Cindy Lee Kelly | |
| Cindy Lee Kelly | |
| President, Chief Executive Officer, Chief Financial Officer, | |
| Secretary, Treasurer and Director | |
| (Principal Executive Officer, Principal Financial Officer and | |
| Principal Accounting Officer) | |
| AFC Building Technologies Inc. |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to AFC Building Technologies Inc. and will be retained by AFC Building Technologies Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2017 |
Jan. 18, 2018 |
|
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jun. 30, 2017 | |
| Trading Symbol | afct | |
| Entity Registrant Name | AFC BUILDING TECHNOLOGIES INC. | |
| Entity Central Index Key | 0001533030 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 34,760,008 | |
| Entity Current Reporting Status | Yes | |
| Entity Voluntary Filers | No | |
| Entity Well Known Seasoned Issuer | No | |
| Document Fiscal Year Focus | 2017 | |
| Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance Sheets - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| Current Assets | ||
| Cash | $ 190 | $ 9 |
| Total Assets | 190 | 9 |
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 104,358 | 75,491 |
| Due to related party | 45,119 | 44,824 |
| Total Liabilities | 149,477 | 120,315 |
| Stockholders' Deficit | ||
| Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
| Common stock, $0.001 par value, 200,000,000 shares authorized, 34,760,008 shares issued and outstanding, respectively | 34,760 | 34,760 |
| Additional paid-in capital | 201,369 | 201,369 |
| Accumulated deficit | (385,416) | (356,435) |
| Total Stockholders' Deficit | (149,287) | (120,306) |
| Total Liabilities and Stockholders' Deficit | $ 190 | $ 9 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
| Common Stock, Shares, Issued | 34,760,008 | 34,760,008 |
| Common Stock, Shares, Outstanding | 34,760,008 | 34,760,008 |
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
| Expenses | ||||
| Bank charges and interest | $ 42 | $ 42 | $ 114 | $ 84 |
| Selling, marketing and administrative | 15,248 | 836 | 28,867 | 836 |
| Total Operating Expenses | 15,290 | 878 | 28,981 | 920 |
| Loss Before Taxes | (15,290) | (878) | (28,981) | (920) |
| Income Taxes | 0 | 0 | 0 | 0 |
| Net Loss | $ (15,290) | $ (878) | $ (28,981) | $ (920) |
| Loss per Common Share - Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Weighted Average Shares Outstanding | 34,760,008 | 34,760,008 | 34,760,008 | 34,760,008 |
Condensed Consolidated Statements of Cash Flows - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
|
| Operating Activities | ||
| Net Loss | $ (28,981) | $ (920) |
| Changes in Operating Assets and Liabilities: | ||
| Accounts payable and accrued liabilities | 28,867 | 0 |
| Due to related party | 295 | 836 |
| Net Cash Provided By (Used in) Operating Activities | 181 | (84) |
| Net Cash (Used in) Investing Activities | 0 | 0 |
| Net Cash (Used in) Financing Activities | 0 | 0 |
| Increase (Decrease) In Cash | 181 | (84) |
| Cash - Beginning of Period | 9 | 163 |
| Cash - End of Period | 190 | 79 |
| Supplemental Disclosures | ||
| Interest paid | 0 | 0 |
| Income taxes paid | $ 0 | $ 0 |
Nature of Operations |
6 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||
| Nature of Operations [Text Block] |
|
Related Party Transactions |
6 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||
| Related Party Transactions [Text Block] |
|
|||||||||||||||
Licensing Agreement |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||
| Licensing Agreement [Text Block] |
|
Subsequent Events |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||
| Subsequent Events [Text Block] |
|
Nature of Operations (Narrative) (Details) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| Working capital deficit | $ 149,287 | |
| Accumulated deficit | $ 385,416 | $ 356,435 |
Related Party Transactions (Narrative) (Details) - USD ($) |
Jun. 30, 2017 |
Dec. 31, 2016 |
|---|---|---|
| Amount due to related party | $ 45,119 | $ 44,824 |
| President of the Company [Member] | ||
| Amount due to related party | 7,963 | 7,963 |
| Shareholder of the Company [Member] | ||
| Amount due to related party | $ 37,156 | $ 36,861 |
Licensing Agreement (Narrative) (Details) |
1 Months Ended |
|---|---|
Jun. 30, 2015 | |
| License period | 40 years |
| Royalty of gross sales, licensed domains | 2.50% |