UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended May 31, 2017

Commission File Number 333-2080204

messageBgone, Inc.

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

Nevada	30-0881998
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Tha Hin, Banpho, Chachoengsao, 24130 THAILAND

(Address of principal executive offices)(Zip Code)

1-702-381-5798

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ yes    x No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging growth 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). x Yes    ¨ No

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court  ¨ Yes    ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:
 

As of June 30, 2017 there were 75,440,000 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 4.	Controls and Procedures.	11
PART II—OTHER INFORMATION		12
Item 1.	Legal Proceedings.	12
Item 1A.	Risk Factors.	12
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Mine Safety Disclosures.	12
Item 5.	Other Information.	12
Item 6.	Exhibits.	13

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PART I—FINANCIAL INFORMATION

MESSAGEBGONE, INC.

CONDENSED FINANCIAL STATEMENTS

May 31, 2017

(Unaudited)

CONDENSED BALANCE SHEETS	4
CONDENSED STATEMENTS OF OPERATIONS	5
CONDENSED STATEMENTS OF CASH FLOWS	6
CONDENSED NOTES TO FINANCIAL STATEMENTS	7

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MESSAGEBGONE, INC.

CONDENSED BALANCE SHEETS

	May 31, 2017			August 31, 2016
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1		$	1,308
TOTAL ASSETS	$	1		$	1,308
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES
Accounts payable	$	800		$	3,017
Related parties		33,352			4,579
TOTAL CURRENT LIABILITIES		34,152			7,595
STOCKHOLDER’S DEFICIT
Common Stock
Authorized 200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding 75,440,000 shares of common stock as of May 31, 2017 and 1,600,000,000 at August 31, 2016		75,440			1,600,000
Additional paid in capital		(61,020	)		(1,590,000	)
Accumulated deficit		(48,571	)		(16,287	)
TOTAL STOCKHOLDER’S DEFICIT		(34,151	)		(6,287	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	1		$	1,308

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

 

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MESSAGEBGONE, INC.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months ended May 31, 2017			For the Three Months ended May 31, 2016			For the Nine Months ended May 31, 2017			For the Nine Months ended May 31, 2016
REVENUE	$	-		$	-		$	-		$	-
EXPENSES
Office and general	$	13,196		$	171		$	18,734		$	1,161
Professional fees		3,500			0			13,550			9,700
TOTAL EXPENSES		(16,696	)		(171	)		(32,284	)		(11,032	)
NET LOSS	$	(16,696	)	$	(171	)	$	(32,284	)	$	(11,032	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING – BASIC AND DILUTED		75,440,000			1,600,000,000			254,143,004			1,600,000,00

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

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MESSAGEBGONE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months ended May 31, 2017			For the Nine Months ended May 31, 2016
OPERATING ACTIVITIES
Net loss for the period	$	(32,284	)	$	(11,032	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Prepaid expenses		-			1,500
Accounts payable		(2,216	)		316
NET CASH (USED IN) OPERATING ACTIVITIES		(34,500	)		(9,216	)
FINANCING ACTIVITIES
Proceeds on sale of common stock		4,430			-
Payment purchase of common shares		(10	)		-
Related party advances		28,773			4,579
NET CASH PROVIDED BY FINANCING ACTIVITIES		33,193			4,579
NET INCREASE IN CASH		(1,307	)		(4,637	)
CASH, BEGINNING OF PERIOD		1,308			5,945
CASH, END OF PERIOD	$	1		$	1,308
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

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MESSAGEBGONE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017 

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

MessageBgone, Inc. was incorporated in the State of Nevada as a for-profit Company on August 25 and established a fiscal year end of August 31. The Company intends to develop market and sell the most secure, closed point-to-point messaging system available today.

Going concern

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $48,571. As at May 31, 2017, the Company has working capital deficit of $34,151. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of May 31, 2017, the Company has issued 1,600,000,000 founders shares at $0.00000625 per share for net proceeds of $10,000 to the Company and private placements of 32,440,000 common shares at $0.000125 per share for net proceeds of $4,430. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended August 31, 2016 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending August 31, 2017.

Comprehensive Loss

“Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2017, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of May 31, 2017.

Financial Instruments

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair value of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

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MESSAGEBGONE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017 

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Stock-based Compensation

We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiply awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“the FASB”) issued new guidance amending certain cash flow issues which apply to all entities required to present a statement of cash flows. The amendments are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods. Early adoption is permitted. The Company is currently evaluating the impact it may have on its consolidated financial statements together with evaluating the adoption date.

In November 2015, the FASB issued new accounting guidance that requires deferred tax assets and liabilities to be classified as noncurrent in the balance sheet. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods. Early application is permitted. The Company has early-adopted this standard effective August 31, 2016 and applied it prospectively.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – CAPITAL STOCK

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

As of May 31, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.

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MESSAGEBGONE, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017 

(Unaudited)

NOTE 3 – CAPITAL STOCK (continued)

On August 25, 2015, the Company issued 1,600,000,000 common shares at $0.00000625 per share to the sole director and president of the Company for cash proceeds of $10,000.

During September 2016, the Company issued 35,440,000 (pre-split 221,500) shares of commons stock to 30 new shareholders at 221,500 shares of its common stock at $0.000125 (pre-spit $0.02) for $4,430 in net proceeds to the Company.

On October 3, 2016 the founding shareholder returned 1,560,000,000 (pre- split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000006 per share for a total consideration of $10. Post-split our founding shareholder will have 40,000,000 shares of common stock of the Company.

On October 3, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 160 new common shares for 1 old common share. The issued and outstanding of common shares after the forward split is 75,440,000. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 160:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

As of May 31, 2017, 75,440,000 shares are issued and outstanding.

NOTE 4 – RELATED PARTY TRANSACTIONS

During this period, the Company received $28,763 from its officer and director, for operating expenses payment.

On October 3, 2016 the founding shareholder returned 1,560,000,000 (pre- split 9,750,000) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000006 per share for a total consideration of $10. Post-split our founding shareholder will have 40,000,000 shares of common stock of the Company.

As of May 31, 2017, the balance of loan from related party is $33,352. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.

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

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

Results of Operations

For the three month period ended May 31, 2017 and May 31, 2016 we had no revenue. Expenses for the three month period ended May 31, 2017 totaled $16,696 resulting in a net loss of $16,696. The net loss for the three month period ended May 31, 2017 is a result of expense of $16,696, comprised primarily of professional fees of $3,500; filing fees of $500; transfer agent expenses of $12,600 and bank service charges of $96. Expenses for the three month period ended May 31, 2016 totaled $171 resulting in a net loss of $171. The net loss for the three month period ended May 31, 2016 is a result of expense of $171, comprised primarily of filing fees of $171. The increase in expenses between May 31, 2017 and May 31, 2016 is primarily due to the Company engaging a transfer agent and the $12,000 fee associated with the Company’s DTC application.

For the nine month period ended May 31, 2017 and May 31, 2016 we had no revenue. Expenses for the nine month period ended May 31, 2017 totaled $32,284 resulting in a net loss of $32,284. The net loss for the nine month period ended May 31, 2017 is a result of expense of $32,284, comprised primarily of professional fees of $13,550; filing fees of $2,917; transfer agent expenses of $15,400 and bank service charges of $417. Expenses for the nine month period ended May 31, 2016 totaled $11,032 resulting in a net loss of $11,032. The net loss for the nine month period ended May 31, 2016 is a result of expense of $11,032, comprised primarily of professional fees of $9,700; filing fees of $1,040; internet expenses of $146; and bank service charges of $146. The increase in expenses between May 31, 2017 and May 31, 2016 is primarily due to the Company engaging a transfer agent and the $12,000 fee associated with the Company’s DTC application.

Capital Resources and Liquidity

No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

As of May 31, 2017, we had $1 in cash as compared to $1,308 in cash at August 31, 2016. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of May 31, 2017 had total liabilities of $34,152, as compared to $7,595 in total liabilities at August 31, 2016. The Company’s sole officer and director, Mr. Arraya Wilaiphan has loaned the Company $33,352 as of May 31, 2017 and he has indicated he is willing to make additional financial commitments if required to maintain the reporting status of the Company, in the form of a non-secured loan for the next twelve months if no other proceeds are obtained by the Company, but the total amount that he is willing to invest has not yet been determined. However, there is no contract or written agreement in place.

We anticipate that we will begin to implement our plan of operations as outlined in our S-1 filing within the next 9 months. We do not foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Off-balance sheet arrangements

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. The material weaknesses in our disclosure control procedures are as follows:

1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in our day to day operations and may not be provided information from our management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2. Audit Committee and Financial Expert. We do not have an audit committee with a financial expert and, thus, we lack the appropriate oversight within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses, including, but not necessarily limited to, the following:

· Establishing a formal review process of significant accounting transactions that includes participation of our principal executive officer, principal financial officer and corporate legal counsel.

· Form an audit committee that will establish policies and procedures that will provide our Board of Directors with a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended May 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

11

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

 

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Item 6. Exhibits.

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer **

_____________

* Included in Exhibit 31.1

** Included in Exhibit 32.1

 

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SIGNATURES*

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

	messageBgone, Inc. (Registrant)
Date: June 30, 2017	By:	/s/ Arraya Wilaiphan
		Arraya Wilaiphan President and Director Principal and Executive Officer Principal Financial Officer Principal Accounting Officer

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