UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended September 30, 2016.
¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from
to
.
Commission file number: 333-189414
UA GRANITE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
80-0899451
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
10 Bogdan Khemlnitsky Street #13A
Kiev, Ukraine 01030
(Address of principal executive offices) (Zip Code)
+380 6364 19991
Registrant’s telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes þ 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 during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes ¨ No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes þ No ¨
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the
latest practicable date. The number of shares outstanding of the registrant’s common stock, $0.00001 par
value (the only class of voting stock), at October 20, 2016, was 5,650,000.
1
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements ............................................................................................................3
Balance Sheets as of September 30, 2016 (unaudited) and March 31, 2016 (audited)...................4
Unaudited Condensed Statements of Operations for the three and six month periods ended
September 30, 2016 and September 30, 2015 .........................................................................5
Unaudited Condensed Statements of Cash Flows for the six month periods ended
September 30, 2016 and September 30, 2015 ........................................................................6
Statement of Changes in Stockholders Deficit from March 31, 2016 to
September 30, 2016……………………………………………………………………...........…..7
Condensed Notes to Unaudited Financial Statements .............................................................8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................................................................14
Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................................18
Item 4. Controls and Procedures ................................................................................................18
PART II – OTHER INFORMATION
Item 1. Legal Proceedings..........................................................................................................19
Item 1A. Risk Factors..................................................................................................................19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...............................................19
Item 3. Defaults upon Senior Securities .......................................................................................19
Item 4. Mine Safety Disclosures .................................................................................................19
Item 5. Other Information ..........................................................................................................19
Item 6. Exhibits .........................................................................................................................19
Signatures .....................................................................................................................................20
Index to Exhibits ............................................................................................................................21
2
ITEM 1.
FINANCIAL STATEMENTS
As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to UA Granite Corporation.,
a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements included in this Form 10-Q reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
3
UA GRANITE CORPORATION
BALANCE SHEETS
September 30, 2016
March 31, 2016
(unaudited)
(audited)
ASSETS
Current Assets
Cash
$
662 $
95
Total Assets
$
662 $
95
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIT)
Current Liabilities
Accounts Payable and Accrued Liabilities
2,317
1,460
Accounts Payable - Related Party
33,985
21,500
Due to Directors
14,603
13,703
Total Liabilities
50,905
36,663
Stockholders’ Equity (Deficit)
Common Stock (75,000,000 shares authorized, par
value 0.00001) 5,650,000 and 5,650,000 shares
issued and outstanding) at September 30, 2016 and
March 31, 2016, respectively
57
57
Additional Paid in Capital
30,007
28,470
Accumulated deficit
(80,308)
(65,095)
Total Stockholders’ Equity (Deficit)
(50,243)
(36,568)
Total Liabilities and Stockholders’ Equity (Deficit) $
662 $
95
The accompanying notes are an integral part of these condensed financial statements.
4
UA GRANITE CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Month
Six Month
Three Month
Six Month
Period Ended
Period Ended
Period Ended
Period Ended
September 30,
September 30,
September 30,
September 30,
2016
2016
2015
2015
Operating Expenses
Legal and accounting
$
3,594
$
4,216 $
1,160
$
2,660
Consulting
2,400
3,590
6,794
13,863
General and administrative
2,102
5,870
120
120
Total Operating Expenses
8,096
13,676
8,074
16,643
Other Expense
Imputed interest expense
770
1,537
237
471
Net Loss
$
(8,866) $
(15,213) $
(8,311)
$
(17,114)
Net Loss Per Common Share – $
(0.00) $
(0.00) $
(0.00)
$
(0.00)
Basic and Diluted
Weighted Average Number of
Common Shares Outstanding
5,650,000
5,650,000
5,650,000
5,650,000
The accompanying notes are an integral part of these condensed financial statements.
5
UA Granite Corporation
Condensed Statements of Cash Flows
(unaudited)
Six Month Period
Six Month Period
Ended September 30,
Ended September 30,
2016
2015
Operating Activities
Net loss
$
(15,213)
$
(17,114)
Adjustment to reconcile net loss to net cash used
by operating activities:
Imputed interest
1,537
471
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities
858
11,805
Net Cash Used in Operating Activities
(12,818)
(4,838)
Financing Activities
Proceeds from related parties
12,485
1,720
Proceeds from director
900
-
Net Cash Provided by Financing Activities
13,385
1,720
Increase (Decrease) in Cash
567
(3,118)
Cash - Beginning of Period
95
3,118
Cash - End of Period
$
662
$
-
Supplemental Disclosure of Cash Flow information
Interest
$
-
$
-
Income taxes
$
-
$
-
The accompanying notes are an integral part of these condensed financial statements.
6
UA Granite Corporation
Statement of Changes in Stockholder’ Deficit
From March 31, 2015 to September 30, 2016
(unaudited)
Common Stock
Additional
Paid
Accumulated
Shares
Amount
in Capital
Deficit
Total
Balances at March 31, 2015
5,650,000 $
57 $
26,927 $
(40,698) $
(13,714)
Imputed interest
-
-
1,543
-
1,543
Net loss
-
-
-
(24,397)
(24,397)
Balances at March 31, 2016
5,650,000 $
57 $
28,470 $
(65,095) $
(36,568)
Imputed interest
-
-
1,537
-
1,537
Net loss
-
-
-
(15,213)
(15,213)
Balances at September 30,
5,650,000 $
57 $
30,007 $
(80,308) $
(50,243)
The accompanying notes are an integral part of these condensed financial statements.
7
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
UA Granite Corporation (the “Company”) was incorporated on February 14, 2013 in the State of Nevada.
The Company does not have any revenues and has incurred losses since inception. Currently, the
Company has no operations, has been issued a going concern opinion and relies upon loans from related
parties to maintain operations.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will
continue to meet its obligations and continue its operations for the next fiscal year. Realization value may
be substantially different from carrying values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern. As of
September 30, 2016, the Company has a working capital deficiency, has not generated revenues and has
accumulated losses since inception. The continuation of the Company as a going concern is dependent
upon the continued financial support from its shareholders, the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding the Company’s ability to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles
generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end
is March 31.
USE OF ESTIMATES
The preparation of financial statements in accordance with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in
the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and
recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation
allowances. We base our estimates and assumptions on current facts, historical experience and various
other factors that we believe to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results experienced by us differ
materially and adversely from our estimates. To the extent there are material differences between our
estimates and the actual results, our future results of operations will be affected.
8
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with original maturities of three months or less
when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2016 or March 31,
2016.
INCOME TAXES
The Company accounts for income taxes under the provisions issued by the FASB which requires
recognition of deferred tax liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential
benefit of net operating losses has not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future
years.
LOSS PER COMMON SHARE
The Company reports net loss per share in accordance with provisions of the FASB. The provisions
require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact
of common stock equivalents. Diluted net loss per share utilizes the average market price per share when
applying the treasury stock method in determining common stock equivalents. As of September 30, 2016,
and March 31, 2016, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to
estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2016.
The Company’s financial instruments consist of cash. The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to the short-term nature of these
financial instruments.
9
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
RECENTLY ISSUED ACCOUNTING STANDARDS
New accounting standard updates – not adopted yet
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease
liabilities by lessees for those leases classified as operating leases. Leases will be classified as either
finance or operating, with classification affecting the pattern of expense recognition. The standard
requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if
the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee.
If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing
lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard
will become effective for the Company beginning January 1, 2019. The Company is currently assessing
the impact adoption of this standard will have on its results of operations, financial condition, cash
flows, and financial statement disclosures.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or
events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going
concern within one year after the date that the financial statements are issued (or within one year after the
date that the financial statements are available to be issued when applicable). The amendments to (ASU)
2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and
interim periods thereafter. Early application is permitted. The Company is in the process of evaluating
the prospective impact that (ASU) 2014-15 will have on its balance sheet.
New accounting standard updates - adopted
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
(ASU) 2015-03 which requires that debt issuance costs be reported in the balance sheet as a direct
deduction from the face amount of the related liability, consistent with the presentation of debt
discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an
asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of
notes net of their related discounts and debt issuance costs. Further, the amendments require the
amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and
any discount or premium is considered in the aggregate when determining the effective interest rate on
the debt. The amendments are effective for public business entities for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years. The application of this ASU did not
result in the reclassification of debt issuance cost and related amortization.
10
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 3 -INCOME TAXES
Deferred income taxes arise from temporary differences resulting from income and expense items
reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as
current or non-current, depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to
reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carry forwards aggregating $78,771 (2016: $65,095),
which expire through 2030. The deferred tax asset related to the carry forwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows as of September
30, 2016:
September 30,
March 31,
2016
2016
Deferred tax assets
$
26,782
$ 21,607
Valuation allowance for deferred tax assets
(26,782)
$ (21,607)
Net deferred tax assets
$
-
-
11
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 4 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates
to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America (GAAP), and expands disclosures about fair value
measurements. The provisions of this standard apply to other accounting pronouncements that require or
permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. This standard is
now the single source in GAAP for the definition of fair value, except for the fair value of leased property
as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are
developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
•
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date
for identical, unrestricted assets or liabilities.
•
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the
asset or liability (e.g., interest rates); and inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
•
Level 3
Inputs that are both significant to the fair value measurement and unobservable. These
inputs rely on management's own assumptions about the assumptions that market
participants would use in pricing the asset or liability. (The unobservable inputs are
developed based on the best information available in the circumstances and July include
the Company's own data.)
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair
value on a non-recurring basis as of September 30, 2016 and March 31, 2016:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
12
UA GRANITE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
(Unaudited)
NOTE 5 - RELATED PARTY TRANSACTIONS
Our directors have advanced funds to us for our legal, audit, filing fees, general office administration and
cash needs. As of September 30, 2016, our directors have advanced a total of $14,603. The advances are
without specific terms of repayment.
Related entities have advanced funds to us for our legal, audit, filing fees, general office administration
and cash needs. As of September 30, 2016, the related entities have advanced a total of $33,985. The
advances are without specific terms of repayment.
Imputed interest of $770 and $237 was recorded for funds advanced by our directors and related entities
and charged to additional paid in capital during the three month periods ended September 30, 2016, and
September 30, 2015, respectively. Imputed interest of $1,537 and $471 was recorded for funds advanced
by our directors and related entities and charged to additional paid in capital during the six month periods
ended September 30, 2016, and September 30, 2015, respectively.
An entity related to one of the Company’s directors has provided services in connection with our public
disclosure obligations. As of September 30, 2016, the related entity was paid a total of $4,069.
NOTE 6 - COMMON STOCK
On February 14, 2013, the Company issued 5,000,000 common shares to Myroslav Tsapaliuk, the
founder of the Company.
On December 12, 2013, the Company issued 650,000 common shares in a registered offering to
subscribers for total proceeds of $26,001.
As of September 30, 2016, the Company has 5,650,000 common shares issued and outstanding.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial
statements were issued and has determined that there are no events to disclose except for the below:
On October 14, 2016, the Company received an advance of $4,000 from a related entity to fund our legal,
audit, filing fees, and general office administration. The advance is without specific terms of repayment.
13
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other
parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.
Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”
“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future
performance and our actual results may differ significantly from the results discussed in the forward-
looking statements. Factors that might cause such differences include but are not limited to those
discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future
Results and Financial Condition below. The following discussion should be read in conjunction with our
financial statements and notes thereto included in this report. Our fiscal year end is March 31. All
information presented herein is based on the three and six months ended September 30, 2016, and
September 30, 2015.
Overview
The Company is currently in the process of evaluating business opportunities and has minimal operating
levels. We can provide no assurance that we will be successful in identifying suitable business
opportunities, or if we are able to identify suitable business opportunities, that we will be able to find an
adequate source of financing to acquire any business or business assets, and commence operations, or that
those operations, if commenced, will be successful in generating profits.
Our Plan of Operation
The Company’s plan of operation over the next twelve months is to identify and acquire a suitable
business opportunity. However, we will not be able to pursue any new business opportunities that we
might identify without additional financing to provide for ongoing operations. Management is actively
seeking new financing to this end while we evaluate potential businesses.
We anticipate that in order to maintain operations while we evaluate new businesses the Company will
need debt or equity funding of at least $50,000 over the next twelve months. Should we be successful in
identifying a new business opportunity the Company will require additional funding to evaluate and
prospectively acquire any given opportunity. The amount of such additional funding will depend on the
business and is not determinable at this time.
Other than shareholder loans, we do not believe that debt financing will be an attractive means of funding
our business development as we do not have tangible assets to secure debt financing. Rather, we
anticipate that future funding will be in the form of shareholder loans and equity financing from the sale
of our common stock. However, we do not currently have any financing arrangements in place and cannot
provide prospective investors with any assurance that we will be able to procure sufficient funding to fund
our plan of operation. Accordingly, we will require continued financial support from our shareholders and
creditors until we are able to generate sufficient net cash flow from active operations on a sustained basis.
Results of Operations
During the three and six months ended September 30, 2016, the Company (i) sought out prospective
business opportunities; and (ii) satisfied continuous public disclosure requirements.
14
Our operations for the three and six months ended September 30, 2016 and 2015 are summarized below.
Three months
Six months
Three months
Six months ended
ended
ended
ended
September 30,
September 30,
September 30,
September 30,
2015
2016
2015
2015
Expenses:
Legal and accounting $
3,594 $
4,216 $
1,160 $
2,660
Consulting
2,400
3,590
6,794
13,863
Administrative
2,102
5,870
120
120
Imputed interest
770
1,537
237
471
Net loss
$
(8,866) $
(15,213) $
(8,311) $
(17,114)
Net Loss
Net loss for the three months ended September 30, 2016, was $8,866 as compared to net loss of $8,311
for the three months ended September 30, 2015. The increase in net losses over the comparable three
month periods ended September 30, 2016, and September 30, 2015, can be primarily attributed to an
increase in professional fees, administrative costs, and imputed interest offset by a decrease in consulting
expenses.
Net loss for the six months ended September 30, 2016, was $15,213 as compared to net loss of $17,114
for the six months ended September 30, 2015. The decrease in net losses over the comparable six month
periods ended September 30, 2016, and September 30, 2015, can be primarily attributed to a decrease in
consulting expenses offset by an increase in professional fees, administrative costs, and imputed interest.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve
months at a rate comparable to the current quarterly period presented here or until such time as we are
able to conclude the acquisition or development of a new business opportunity that produces net income.
Capital Expenditures
The Company expended no amounts on capital expenditures for the three and six month periods ended
September 30, 2016 and 2015.
Income Tax Expense (Benefit)
The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and
start up costs that will offset any future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations over the past three years.
15
Liquidity and Capital Resources
Since inception, the Company has experienced significant changes in liquidity, capital resources, and
stockholders’ deficiency.
The Company had current and total assets of $662, consisting solely of cash and a working capital deficit
of $50,243, as of September 30, 2016, as compared to current and total assets of $95, consisting solely of
cash and a working capital deficit of $36,568 as of March 31, 2016. Accumulated deficit was $80,308 at
September 30, 2016, as compared to an accumulated deficit of $65,095 at March 31, 2016.
Cash Used in Operating Activities
Net cash flow used in operating activities for the six month period ended September 30, 2016 was
$12,818 as compared to $4,838 for the six month period ended September 30, 2015, which differences
reflect the comparative changes in working capital in the current period. Net cash flow used in operating
activities in the prior period can also be primarily attributed to changes in working capital and accounts
payable. Operating activities include but are not limited to, personnel costs, accounting fees and
consulting expenses while changes in working capital include accounts payable and accrued liabilities.
We expect to continue to use net cash flow in operating activities over the next twelve months or until
such time as the Company can generate revenue to offset expenses in order to transition to providing net
cash flow from operations.
Cash Used in Investing Activities
We do expect to use net cash flow in investing activities in connection with the development or
acquisition of a suitable business opportunity in a future period. However, until such time as such
unidentified opportunity is concluded, we do not expect to use net cash flows in investing activities.
Cash Flows from Financing Activities
Cash flow provided by financing activities for the six months ended September 30, 2016, were $13,385 as
compared to $1,720 for the six months ended September 30, 2015. The increase in cash flow provided
from financing activities over the comparative six month periods can be attributed to unsecured loan
amounts procured from a director and related parties.
We expect to continue to rely on cash flows provided by financing activities to procure sufficient funds to
maintain operations in order to seek out suitable business opportunities.
The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12)
months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to
maintain operations. The Company has no current commitments or arrangements with respect to, or
immediate sources of this funding. Further, no assurances can be given that funding is available. The
Company’s directors, officers, shareholders and related parties are the most likely source of new funding
in the form of loans or equity though none have made any commitment for future investment and the
Company has no agreement formal or otherwise. The Company’s inability to obtain sufficient funding to
maintain operations will have a material adverse affect on its ability to fulfill its current plan of operation.
16
The Company does not intend to pay cash dividends in the foreseeable future.
The Company had no lines of credit or other bank financing arrangements as of September 30, 2016.
The Company had no commitments for future capital expenditures that were material at September 30,
2016.
The Company has no defined benefit plan or contractual commitment with any of its officers or directors.
The Company has no current plans for the purchase or sale of any plant or equipment.
The Company has no current plans to make any changes in the number of employees.
Off-Balance Sheet Arrangements
As of September 30, 2016, we have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources
that are material to stockholders.
Future Financings
We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to
continue to fund our business operations. There is no assurance that we will achieve any additional sales
of our equity securities or arrange for debt or other financing to fund our plan of operations.
Critical Accounting Policies
In Note 2 to the audited financial statements for the years ended March 31, 2016 and 2015, included in
our Form 10-K, the Company discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to US GAAP.
The preparation of financial statements requires Company management to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,
these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience and other facts and
circumstances that are believed to be reasonable, and the results form the basis for making judgments
about the carrying value of assets and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.
Going Concern
The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going
concern as a result of an accumulated deficit of $80,308 since inception and negative cash flows from
operating activities during the period ended September 30, 2016. The Company’s ability to continue as a
going concern is subject to the ability of the Company to obtain funding. Management’s plan to address
the Company’s ability to continue as a going concern includes obtaining funding from the private
placement of equity or through debt financing. Management believes that it will be able to obtain funding
to allow the Company to remain a going concern through the methods discussed above, though there can
be no assurances that such methods will prove successful.
17
Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in the section titled Management’s Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this current report, with the exception of historical
facts, are forward-looking statements. Forward-looking statements reflect our current expectations and
beliefs regarding our future results of operations, performance, and achievements. These statements are
subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not
materialize. These statements include, but are not limited to, statements concerning:
§ our anticipated financial performance and business plan;
§ the sufficiency of existing capital resources;
§ our ability to raise capital to fund cash requirements for future operations; and
§ uncertainties related to the Company’s future business prospects.
We wish to caution readers that our operating results are subject to various risks and uncertainties that
could cause our actual results to differ materially from those discussed or anticipated. We also wish to
advise readers not to place any undue reliance on the forward-looking statements contained in this report,
which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to
update or revise these forward-looking statements to reflect new events or circumstances or any changes
in our beliefs or expectations, other than as required by law.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not required for smaller reporting companies.
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In connection with the preparation of this quarterly report, an evaluation was carried out by the
Company’s management, with the participation of the chief executive officer and the acting chief
financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
September 30, 2016. Disclosure controls and procedures are designed to ensure that information required
to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief executive officer and
the chief financial officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by
this report, that the Company’s disclosure controls and procedures were ineffective in recording,
processing, summarizing, and reporting information required to be disclosed, within the time periods
specified in the Commission’s rules and forms, and such information was not accumulated and
communicated to management, including the chief executive officer and the chief financial officer, to
allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) during the quarter ended September 30, 2016, that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial reporting.
18
PART II
Item 1.
Legal Proceedings.
None.
Item 1A.
Risk Factors
Not required.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.
Item 6.
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page
21 of this Form 10-Q, and are incorporated herein by this reference.
19
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.
UA GRANITE CORPORATION
By: /s/ Myroslav Tsapaliuk
Myroslav Tsapaliuk, Chief Executive Officer,
Chief Financial Officer and Principal
Accounting Officer
Date: October 20, 2016
20
INDEX TO EXHIBITS
Exhibit
Description
3.1.*
Articles of Incorporation (incorporated by reference to the Company’s Form S-1 filed
with the Commission on June 18, 2013).
3.2*
Bylaws (incorporated by reference to the Company’s Form S-1 filed with the
Commission on June 18, 2013).
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101. INS
XBRL Instance Document†
101. PRE
XBRL Taxonomy Extension Presentation Linkbase†
101. LAB
XBRL Taxonomy Extension Label Linkbase†
101. DEF
XBRL Taxonomy Extension Label Linkbase†
101. CAL
XBRL Taxonomy Extension Label Linkbase†
101. SCH
XBRL Taxonomy Extension Schema†
*
Incorporated by reference to previous filings of the Company.
†
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed
“furnished” and not “filed” or part of a registration statement or prospectus for purposes
of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is
not subject to liability under these sections.
21
Exhibit 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Myrsoslav Tsapaliuk, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of UA Granite Corporation;
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 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.
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: October 20, 2016
/s/ Myroslav Tsapaliuk
Myroslav Tsapaliuk
Chief Executive Officer and Chief Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-Q of UA Granite Corporation for the quarterly period ended
September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof, I,
Myroslav Taspaliuk hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Myroslav Tsapaliuk
Myroslav Tsapaliuk
Chief Executive Officer and Chief Financial Officer
October 20, 2016
This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant
for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the date of this report),
irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by §906 has been provided to the registrant and will
be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon
request.
Document and Entity Information - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Sep. 30, 2016 |
Oct. 20, 2016 |
Sep. 30, 2015 |
|
| Document and Entity Information: | |||
| Entity Registrant Name | UA Granite Corp | ||
| Document Type | 10-Q | ||
| Document Period End Date | Sep. 30, 2016 | ||
| Trading Symbol | uagz | ||
| Amendment Flag | false | ||
| Entity Central Index Key | 0001577882 | ||
| Current Fiscal Year End Date | --03-31 | ||
| Entity Common Stock, Shares Outstanding | 5,650,000 | ||
| Entity Public Float | $ 0 | ||
| Entity Filer Category | Smaller Reporting Company | ||
| 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 |
UA GRANITE CORPORATION BALANCE SHEETS SEPTEMBER 30, 2016 AND MARCH 31, 2016 - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
|---|---|---|
| Assets, Current | ||
| Cash and Cash Equivalents, at Carrying Value | $ 662 | $ 95 |
| Assets, Current | 662 | 95 |
| Assets, Noncurrent | ||
| Assets | 662 | 95 |
| Liabilities, Current | ||
| Accounts Payable, Current | 2,317 | 1,460 |
| Accounts payable - related party | 33,985 | 21,500 |
| Liabilities, Noncurrent | ||
| Due to Related Parties, Noncurrent | 14,603 | 13,703 |
| Liabilities | 50,905 | 36,663 |
| Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | ||
| Common Stock, Value, Issued | 57 | 57 |
| Additional Paid in Capital, Common Stock | 30,008 | 28,470 |
| Retained Earnings (Accumulated Deficit) | (80,308) | (65,095) |
| Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (50,243) | (36,568) |
| Stockholders' Equity, Number of Shares, Par Value and Other Disclosures | ||
| Liabilities and Equity | $ 662 | $ 95 |
Statement of Financial Position - Parenthetical UA GRANITE Balance Sheets SEPTEMBER 30, 2016 and MARCH 31, 2016 - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
|---|---|---|
| Condensed Consolidated Balance Sheets Parenthetical | ||
| Preferred Stock, Par Value | $ 0 | $ 0 |
| Preferred Stock, Shares Authorized | 0 | 0 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
| Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
| Common Stock, Shares Issued | 5,650,000 | 5,650,000 |
| Common Stock, Shares Outstanding | 5,650,000 | 5,650,000 |
| Common Stock, Value, Outstanding | $ 57 | $ 57 |
UA GRANITE CORP, STATEMENTS OF OPERATIONS THREE AND SIX MONTH PERIOD ENDED SEPTEMBER 30, 2016 AND 2015 - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
| Amortization of Deferred Charges | ||||
| General and Administrative Expense | $ 2,102 | $ 120 | $ 5,870 | $ 120 |
| Professional Fees | 3,594 | 1,160 | 4,216 | 2,660 |
| Consulting | 2,400 | 6,794 | 3,590 | 13,863 |
| Operating Expenses | 8,096 | 8,074 | 13,676 | 16,643 |
| Interest and Debt Expense | ||||
| Imputed Interest expense | 770 | 237 | 1,537 | 471 |
| Net Income (Loss) Attributable to Parent | $ (8,866) | $ (8,311) | $ (15,213) | $ (17,114) |
| Earnings Per Share | ||||
| Earnings Per Share, Basic | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Earnings Per Share, Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted Average Number of Shares Outstanding, Basic | 5,650,000 | 5,650,000 | 5,650,000 | 5,650,000 |
Note 1 - Nature of Operations |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes | |
| Note 1 - Nature of Operations |
NOTE 1 – NATURE OF OPERATIONS
DESCRIPTION OF BUSINESS AND HISTORY
UA Granite Corporation (the “Company”) was incorporated on February 14, 2013 in the State of Nevada.
The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon loans from related parties to maintain operations.
GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2016, the Company has a working capital deficiency, has not generated revenues and has accumulated losses since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. |
Note 2 - Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes | |
| Note 2 - Summary of Significant Accounting Policies |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31. .
USE OF ESTIMATES
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2016 or March 31, 2016.
INCOME TAXES
The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
LOSS PER COMMON SHARE
The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of September 30, 2016, and March 31, 2016, there were no common stock equivalents outstanding.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2016. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. .
RECENTLY ISSUED ACCOUNTING STANDARDS
New accounting standard updates – not adopted yet
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its results of operations, financial condition, cash flows, and financial statement disclosures.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments to (ASU) 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is in the process of evaluating the prospective impact that (ASU) 2014-15 will have on its balance sheet.
New accounting standard updates - adopted
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2015-03 which requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of notes net of their related discounts and debt issuance costs. Further, the amendments require the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or premium is considered in the aggregate when determining the effective interest rate on the debt. The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The application of this ASU did not result in the reclassification of debt issuance cost and related amortization.
|
Note 4 - Fair Value Measurements |
6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | ||||||||||
| Notes | ||||||||||
| Note 4 - Fair Value Measurements |
NOTE 4 – FAIR VALUE MEASUREMENTS
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 and March 31, 2016:
Level 1: None Level 2: None Level 3: None Total Gain (Losses): None |
Note 5 - Related Party Transactions |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Notes | |
| Note 5 - Related Party Transactions |
NOTE 5 - RELATED PARTY TRANSACTIONS
Our directors have advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of September 30, 2016, our directors have advanced a total of $14,603. The advances are without specific terms of repayment.
Related entities have advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of September 30, 2016, the related entities have advanced a total of $33,985. The advances are without specific terms of repayment.
Imputed interest of $770 and $237 was recorded for funds advanced by our directors and related entities and charged to additional paid in capital during the three month periods ended September 30, 2016, and September 30, 2015, respectively. Imputed interest of $1,537 and $471 was recorded for funds advanced by our directors and related entities and charged to additional paid in capital during the six month periods ended September 30, 2016, and September 30, 2015, respectively.
An entity related to one of the Company’s directors has provided services in connection with our public disclosure obligations. As of September 30, 2016, the related entity was paid a total of $4,069. |
Note 1 - Nature of Operations: Going Concern (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Going Concern |
GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2016, the Company has a working capital deficiency, has not generated revenues and has accumulated losses since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. |
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Basis of Presentation |
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31. . |
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Use of Estimates |
USE OF ESTIMATES
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. |
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Cash and Cash Equivalents |
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2016 or March 31, 2016. |
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Income Taxes |
INCOME TAXES
The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
Note 2 - Summary of Significant Accounting Policies: Loss Per Common Share (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Loss Per Common Share |
LOSS PER COMMON SHARE
The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of September 30, 2016, and March 31, 2016, there were no common stock equivalents outstanding. |
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Fair Value of Financial Instruments |
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of September 30, 2016. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. |
Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Standards (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2016 | |
| Policies | |
| Recently Issued Accounting Standards |
RECENTLY ISSUED ACCOUNTING STANDARDS
New accounting standard updates – not adopted yet
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standard requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this standard will have on its results of operations, financial condition, cash flows, and financial statement disclosures.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments to (ASU) 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is in the process of evaluating the prospective impact that (ASU) 2014-15 will have on its balance sheet.
New accounting standard updates - adopted
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2015-03 which requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of notes net of their related discounts and debt issuance costs. Further, the amendments require the amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and any discount or premium is considered in the aggregate when determining the effective interest rate on the debt. The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The application of this ASU did not result in the reclassification of debt issuance cost and related amortization. |
Note 3 - Income Taxes (Policies) |
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| Note 3 - Income Taxes |
NOTE 3 -INCOME TAXES
Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carry forwards aggregating $78,771 (2016: $65,095), which expire through 2030. The deferred tax asset related to the carry forwards has been fully reserved.
The Company has deferred income tax assets, which have been fully reserved, as follows as of September 30, 2016:
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