☒
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the three months ended December 31, 2016.
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OR
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☐
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from
to .
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Delaware
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47-2847446
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1771 Post Rd East #178, Westport CT
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06880
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(Address
of principal executive offices)
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(Zip
Code)
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Large accelerated
filter ☐
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Accelerated
filter
☐
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Non-accelerated
filter ☐
(Do not check if a
smaller reporting company)
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Smaller reporting
company ☒
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Class
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Outstanding February 21, 2017
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Common
Stock, $0.0001 par value per share
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2,926,500
shares
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PART
I
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FINANCIAL
INFORMATION
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1
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ITEM
1.
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INTERIM FINANCIAL
STATEMENTS
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1
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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2
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ITEM
3.
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QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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5
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ITEM
4.
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CONTROLS AND
PROCEDURES
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5
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ITEM
5.
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OTHER
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6
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PART
II
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OTHER
INFORMATION
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6
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ITEM
1.
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LEGAL
PROCEEDINGS
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6
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ITEM
1A.
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RISK
FACTORS
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6
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ITEM
2.
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UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
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6
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ITEM
3
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DEFAULTS UPON
SENIOR SECURITIES
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6
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ITEM
4
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SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
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6
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ITEM
5
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OTHER
INFORMATION
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6
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ITEM
6
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EXHIBITS
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6
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SIGNATURES
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7
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Condensed
Balance Sheets as of December 31, 2016 (Unaudited) and September
30, 2016
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F-1
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Condensed
Statements of Operations for the three months ended December 31,
2016 and 2015
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F-2
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Condensed
Statements of Changes in Stockholders’ (Deficit) for the
three months ended December 31, 2016
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F-3
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Condensed
Statements of Cash Flow for the three months ended December 31,
2016 and 2015
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F-4
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Notes
to Condensed Financial Statements
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F-5
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ASSETS
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December
31,
2016
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September
30,
2016
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CURRENT
ASSETS:
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Cash
or cash equivalents
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$3,736
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$13,973
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TOTAL
CURRENT ASSETS
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3,736
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13,973
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Fixed assets,
net
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419
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838
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TOTAL
ASSETS
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$4,155
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$14,811
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LIABILITIES AND
STOCKHOLDERS' EQUITY
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CURRENT
LIABILITIES:
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Accounts
payable and accrued expenses
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$24,887
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$15,129
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Accrued
taxes
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320
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320
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TOTAL
CURRENT LIABILITIES
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25,207
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15,449
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TOTAL
LIABILITIES
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25,207
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15,449
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STOCKHOLDERS'
EQUITY (DEFICIT):
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Preferred
stock, $.0001 par value, 15,000,000 shares authorized,
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none
issued and outstanding
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-
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-
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Common
stock, $.0001 par value, 500,000,000 shares
authorized,
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2,926,500 and
17,347,500 shares issued and outstanding,
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as
of December 31, 2016 and September 30, 2016
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293
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1,735
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Additional
paid-in capital
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55,082
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16,740
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Common
stock subscribed
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-
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36,400
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Retained
earnings (deficit)
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(76,427)
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(55,513)
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TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)
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(21,052)
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(638)
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$4,155
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$14,811
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Three Months
Ended
December 31,
2016
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Three Months
Ended
December 31,
2015
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(Unaudited)
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(Unaudited)
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Revenues:
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Professional
service revenues
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$-
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$39,500
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Expense
reimbursement
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-
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1,609
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Total
Revenues
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-
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41,109
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Cost of
revenues
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-
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26,000
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Cost of revenues
from a related party
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-
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1,500
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Gross
Profit
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-
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13,609
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Operating
expenses:
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Stock based
compensation
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-
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3,475
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Depreciation
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419
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419
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General and
administrative
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20,245
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40,948
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General and
administrative costs from a related party
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250
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-
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Total
operating expenses
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20,914
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44,842
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(Loss)
from operations
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(20,914)
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(31,233)
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(Loss)
before taxes
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(20,914)
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(31,233)
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Income
tax (benefit)
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-
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(3,279)
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Net
(loss) applicable to common shareholders
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$(20,914)
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$(27,954)
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Net
(loss) per share - basic and diluted
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$(0.00)
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$(0.00)
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Weighted
number of shares outstanding -
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Basic
and diluted
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8,175,457
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17,030,549
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Preferred
Stock
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Common
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Paid-In
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Common
Stock
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Retained
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Stockholders'
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Shares
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Par
Value
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Shares
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Par
Value
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Capital
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Subscribed
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(Deficit)
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(Deficit)
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Balance September
30, 2016
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-
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$-
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17,347,500
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$1,735
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$16,740
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$36,400
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$(55,513)
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$(638)
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Issuance of common
stock
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369,000
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37
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36,863
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(36,400)
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500
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Retirement of
common stock
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(14,790,000)
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(1,479)
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1,479
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0
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Net loss for
period
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-
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-
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0
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(20,914)
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(20,914)
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Balance December
31, 2016
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-
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$-
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2,926,500
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$293
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$55,082
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$-
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$(76,427)
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$(21,052)
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For the three
months ended
December 31,
2016
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For the three
months ended
December 31,
2015
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
(loss)
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$(20,914)
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$(27,954)
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Adjustments
to reconcile net income(loss) to cash (used in) provided by
operating activities:
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Stock based
compensation
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-
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3,475
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Depreciation
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419
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419
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Change
in operating assets and liabilities:
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Accounts
receivable
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-
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(1,555)
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Prepaid
expenses
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-
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(2,500)
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Accounts payable
and accrued expenses
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9,758
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25,826
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Income tax
payable
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-
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(3,279)
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Net
cash (used in) provided by operating activities
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(10,737)
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(5,568)
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CASH
FLOW FROM FINANCING ACTIVITIES:
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Proceeds from
issuance of common stock
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500
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-
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Net
cash provided by financing activities
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500
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-
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NET
DECREASE IN CASH
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(10,237)
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(5,568)
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CASH
AND CASH EQUIVALENTS at beginning of period
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13,973
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18,483
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CASH
AND CASH EQUIVALENTS at end of period
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$3,736
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$12,915
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Supplemental
disclosure of cash flow information
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Cash
paid for:
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Interest
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-
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-
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Income
Taxes
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-
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-
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For the three
months ended
December 31,
2016
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For the three
months ended
December 31,
2015
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Tax
Provision (Benefit):
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Current
Federal-State
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-
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(3,279)
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Deferred Tax
Benefit
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3,765
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-
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Change in valuation
allowance
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(3,765)
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-
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Total tax provision
(benefit)
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-
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(3,279)
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The
Company had deferred income tax benefit as December 31, 2016 as
follows:
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Loss
carry-forwards
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$13,757
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Less
- valuation allowance
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(13,757)
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Total net deferred
tax assets
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$-
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1.
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our
future operating results;
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2.
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our
business prospects;
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3.
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any
contractual arrangements and relationships with third
parties;
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4.
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the
dependence of our future success on the general
economy;
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5.
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any
possible financings; and
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6.
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the
adequacy of our cash resources and working
capital.
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Exhibit Number
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Description
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31.1*
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Rule 13a-14(a)
Certification of the Chief Executive and Financial
Officer
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32.1*
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Section 1350
Certification of Chief Executive and Financial Officer
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*
Filed along with this document
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GRCR Partners Inc
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Dated: February
21, 2017
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By:
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/s/ Sean
Conrad
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Sean
Conrad
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Chief Executive
Officer,
Chief Accounting
Officer & Chairman
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Signature
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Title
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Date
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/s/Sean
Conrad
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Chief
Executive Officer, Chief Accounting Officer &
Chairman
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February 21,
2017
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Sean
Conrad
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Date:
February 21, 2017
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By:
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/s/
Sean Conrad
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Sean
Conrad
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Chief
Executive Officer & Chief Accounting Officer
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1.
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The
report of the Company for the three month period ended December 31,
2016 as filed with the Securities and Exchange Commission on this
date (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
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2.
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The
information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
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Date: February
21, 2017
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By:
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/s/Sean
Conrad
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Sean
Conrad
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Chief
Executive Officer & Chief Accounting Officer
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Feb. 21, 2017 |
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Document And Entity Information | ||
Entity Registrant Name | GRCR Partners Inc | |
Entity Central Index Key | 0001661600 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,926,500 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2017 |
CONDENSED BALANCE SHEET - USD ($) |
Dec. 31, 2016 |
Sep. 30, 2016 |
---|---|---|
CURRENT ASSETS: | ||
Cash or cash equivalents | $ 3,736 | $ 13,973 |
TOTAL CURRENT ASSETS | 3,736 | 13,973 |
Fixed assets, net | 419 | 838 |
TOTAL ASSETS | 4,155 | 14,811 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 24,887 | 15,129 |
Accrued taxes | 320 | 320 |
TOTAL CURRENT LIABILITIES | 25,207 | 15,449 |
TOTAL LIABILITIES | 25,207 | 15,449 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, $.0001 par value, 15,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $.0001 par value, 500,000,000 shares authorized, 2,926,500 and 17,347,500 shares issued and outstanding, as of December 31, 2016 and September 30, 2016 | 293 | 1,735 |
Additional paid-in capital | $ 55,082 | $ 16,740 |
Common stock subscribed | 0 | 36,400 |
Retained earnings (deficit) | $ (76,427) | $ (55,513) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (21,052) | (638) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,155 | $ 14,811 |
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Sep. 30, 2016 |
---|---|---|
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock shares par value | $ .0001 | $ .0001 |
Preferred Stock shares Authorized | 15,000,000 | 15,000,000 |
Preferred Stock shares Issued | 0 | 0 |
Preferred Stock shares Outstanding | 0 | 0 |
Common Stock shares par value | $ .0001 | $ .0001 |
Common Stock shares Authorized | 500,000,000 | 500,000,000 |
Common Stock shares Issued | 2,926,500 | 17,347,500 |
Common Stock shares Outstanding | 2,926,500 | 17,347,500 |
CONDENSED STATEMENT OF OPERATIONS - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Revenues: | ||
Professional service revenues | $ 0 | $ 39,500 |
Expense reimbursement | 0 | 1,609 |
Total Revenues | 0 | 41,109 |
Cost of revenues | 0 | 26,000 |
Cost of revenues from a related party | 0 | 1,500 |
Gross Profit | 0 | 13,609 |
Operating expenses: | ||
Stock based compensation | 0 | 3,475 |
Depreciation | 419 | 419 |
General and administrative | 20,245 | 40,948 |
General and administrative costs from a related party | 250 | 0 |
Total operating expenses | 20,914 | 44,842 |
(Loss) from operations | (20,914) | (31,233) |
(Loss) before taxes | (20,914) | (31,233) |
Income tax (benefit) | 0 | (3,279) |
Net (loss) applicable to common shareholders | $ (20,914) | $ (27,954) |
Net (loss) per share - basic and diluted | $ (0.00) | $ (0.00) |
Weighted number of shares outstanding - Basic and diluted | 8,175,457 | 17,030,549 |
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 3 months ended Dec. 31, 2016 - USD ($) |
Preferred Stock |
Common Stock |
Paid-In Capital |
Common Stock Subscribed |
Retained (Deficit) |
Total |
---|---|---|---|---|---|---|
Beginning Balance, Shares at Sep. 30, 2016 | 0 | 17,347,500 | ||||
Beginning Balance, Amount at Sep. 30, 2016 | $ 0 | $ 1,735 | $ 16,740 | $ 36,400 | $ (55,513) | $ (638) |
Issuance of common stock for services, Shares | 369,000 | |||||
Issuance of common stock for services, Amount | $ 37 | 36,863 | (36,400) | 200 | ||
Retirement of common stock, Shares | (14,790,000) | |||||
Retirement of common stock, Amount | $ (1,479) | 1,479 | 0 | |||
Net loss for period | (20,914) | (20,914) | ||||
Ending Balance, Shares at Dec. 31, 2016 | 0 | 2,926,500 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 0 | $ 293 | $ 55,082 | $ 0 | $ (76,427) | $ (21,052) |
CONDENSED STATEMENT OF CASH FLOW - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (20,914) | $ (27,954) |
Adjustments to reconcile net income to cash (used in) provided by operating activities: | ||
Stock based compensation | 0 | 3,475 |
Depreciation | 419 | 419 |
Change in operating assets and liabilities: | ||
Accounts receivable | 0 | (1,555) |
Prepaid expenses | 0 | (2,500) |
Accounts payable and accrued expenses | 9,758 | 25,826 |
Income tax payable | 0 | (3,279) |
Net cash (used in) provided by operating activities | (10,737) | (5,568) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 500 | 0 |
Net cash provided by financing activities | 500 | 0 |
NET DECREASE IN CASH | (10,237) | (5,568) |
CASH AND CASH EQUIVALENTS at beginning of period | 13,973 | 18,483 |
CASH AND CASH EQUIVALENTS at end of period | 3,736 | 12,915 |
Supplemental disclosure of cash flow information | ||
Cash paid for: Interest | 0 | 0 |
Cash paid for: Income Taxes | $ 0 | $ 0 |
1. The Company History and Nature of the Business |
3 Months Ended |
---|---|
Dec. 31, 2016 | |
Company History And Nature Of Business | |
The Company History and Nature of the Business | GRCR Partners Inc. (the “Company”, “Our” or “We”), formed on January 16, 2015, is a provider of corporate governance, risk management, compliance and regulatory reporting (“GRCR”) solutions for businesses (“GRCR Solutions”). Currently, we provide GRCR Solutions through professional consulting services on a project-based fee arrangement. We deliver our services following our proprietary compliance architecture methodology. The skilled application of the fundamental principles governing compliance and risk management is what we call compliance architecture. We are building-out our Compliance Architecture Platform (“CAP”) to be an automated GRCR management tool that streamlines the process of GRCR for businesses. We believe that by combining expert consulting and GRCR software tools, we will help clients cost effectively build and maintain GRCR programs that reduce day-to-day and long term risks in their work environment.
The financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. Since inception, the Company has a retained deficit of $76,427 and has a working capital deficit of $21,471 at December 31, 2016. We have a limited operating history, we are currently generating revenue, however, our growth is dependent upon achieving sales growth, management of operating expenses and ability of the Company to obtain the necessary financing to fund future obligations and pay liabilities arising from normal business operations when they come due, and upon profitable operations.
We may need to either borrow funds from our majority shareholder or raise additional capital through equity or debt financings. We expect our current majority shareholder will be willing and able to provide such additional capital. However, we cannot be certain that such capital (from our shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will have insufficient funds to operate our business or pursue our planned growth. |
2. Summary of Significant Accounting Policies |
3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||
Summary Of Significant Accounting Policies | |||||||||||
Summary of Significant Accounting Policies | Basis of Presentation and Organization
The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. The balance sheet at September 30, 2016 was derived from audited financial statements but does not include all disclosures required by accounting principals generally accepted in the United Sates of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for the fair presentation of the results for the periods covered. These financial statements should be read in conjunction with the financial statements and additional information as contained in our Form 10K for the year ended September 30, 2016.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. The Company’s cash and cash equivalents are located in a United States bank. The Company does not have any cash equivalents as of December 31, 2016 or September 30, 2016.
Accounts Receivable
The Company’s accounts receivable are derived from direct customers. Collateral is not required for accounts receivable. The Company maintains an allowance for potential credit losses as considered necessary. The Company performs ongoing reviews of all customers that have breached their payment terms or for whom information has become available indicating a risk of non-recoverability. The Company records an allowance for bad debts for specific customers identified as well as an allowance based on its historical collection experience. The Company’s evaluation of the allowance for potential credit losses requires the use of estimates and the actual results may differ from these estimates. At December 31, 2016, the allowance for potential credit losses was $0.
Fixed Assets
Office equipment is stated at cost and depreciated over three years using the straight line method of accounting. For the three months ended December 31, 2016, and 2015, the Company recorded depreciation expense of $419, and $419, respectively.
Revenue Recognition
The Company derives its revenue from the sale of compliance, legal, risk management and management and public reporting consulting services. The Company utilizes written contracts as the means to establish the terms and condition services are sold to customers.
Consulting Services
Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition. The Company recognizes revenue when all of the following conditions are met:
The Company recognizes revenue as services are performed or monthly based upon contract terms. Contracts may either be for a specific project, or, a monthly recurring fee.
Reimbursements
The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in its Statement of Operations.
Net Income (Loss) per Common Share
Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended December 31, 2016 or 2015.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2016 the carrying value of accounts receivable, accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.
Stock-Based Compensation
Stock compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. For the three month periods ended December 31, 2016 and 2015 the Company recorded $0 and $3,475 in stock-based compensation, respectively.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. Actual results could differ from those estimates made by management.
Recent accounting pronouncements
In March 2016, the Financial Accounting Standards Board issued Accounting Standards Codification Update No. 2016-09 Compensation – Stock Compensation (Topic 718). The amendments in this update affect all entities that issue share-based payment awards to their employees. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We had no stock based compensation issued for the three months ended December 31, 2016.
In May 2014, the Financial Accounting Standard Board Issued Accounting Standards (FASB) Codification Update No. 2014-09 Revenue from Contracts with Customers (Topic 616), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contacts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Adoption can occur using one of two prescribed transition methods. In 2016, the FASB issued four amendments to ASU 0214-09. Although, we have no current contracts in place as of December 31, 2016, we have begun a limited evaluation of the provisions of ASU 2014-09 and the impact, if any, it may have on our financial position and results of operations. Our evaluation work to date includes researching the requirements of the pronouncement and exploring other similar company disclosures. Since we have no contracts current in place we believe we have sufficient time for the implementation of ASU 2014-09.
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. |
3. Common Stock |
3 Months Ended |
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Dec. 31, 2016 | |
Notes to Financial Statements | |
Common Stock | On January 16, 2015, the Company issued 17,000,000 shares of common stock to the SCM Holdings II, LLC (“SCM”) at par value of $0.0001 per share, for an equity investment of $15,000. The sole owner of SCM is the current CEO, CFO and sole director of the Company.
On December 23, 2015, the Board of Directors approved an agreement with legal counsel for the Company which included; the issuance of 347,500 shares of common stock and the total payment of $15,000 to counsel for services rendered through the date the Company’s S-1 filing is declared effective. The $15,000 will be paid the sooner of any combination of; (i) the sum of $500 per month commencing November 1, 2015, (ii) the first use of proceeds from the S-1 offering, or (iii) the change of control of the Company. We are required to estimate the fair value of the common stock underlying our stock compensation. The fair value of the common stock underlying the stock awards to counsel was determined by our board of directors, with input from management at a price of $0.01. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock. In the absence of a public trading market, our board of directors, with input from management, exercised significant judgement and considered numerous subjective and objective factors.
On October 14, 2016, through a post effective amendment, the Company closed out the open Form S-1 originally dated February 8, 2016. The Company sold an aggregate of 369,000 shares at $0.10 for total proceeds of $36,900.
On November 1, 2016, the Company’s sole officer, director and majority shareholder, agreed to surrender and return to treasury 14,495,000 shares of common stock. In addition, on the same date, another shareholder agreed to surrender and return to treasury 295,000 shares of common stock. |
4. Income Taxes |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | The provision for income taxes for the three months ended December 31, 2016 was as follows:
The Company recorded no deferred income tax asset or liability as of December 31, 2016. The net operating loss carry-forward as of December 31, 2016 is $76,427.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. All returns since inception are still subject to examination.
|
5. Related Party Loans and Transactions |
3 Months Ended |
---|---|
Dec. 31, 2016 | |
Related Party Loans And Transactions | |
Related Party Loans and Transactions | The Company has paid the sole shareholder, officer and director $250 for the three-month period ended December 31, 2016. Such amounts were for professional services performed and have been included in the general and administrative line as related party costs. The Company has no formal contract in place with its sole officer and director. |
6. Subsequent Events |
3 Months Ended |
---|---|
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | None to note. |
2. Summary of Significant Accounting Policies (Policies) |
3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||
Notes to Financial Statements | |||||||||||
Basis of Presentation and Organization | The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. The balance sheet at September 30, 2016 was derived from audited financial statements but does not include all disclosures required by accounting principals generally accepted in the United Sates of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for the fair presentation of the results for the periods covered. These financial statements should be read in conjunction with the financial statements and additional information as contained in our Form 10K for the year ended September 30, 2016. |
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Cash and Cash Equivalents | For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. The Company’s cash and cash equivalents are located in a United States bank. The Company does not have any cash equivalents as of December 31, 2016 or September 30, 2016.
|
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Accounts Receivable | The Company’s accounts receivable are derived from direct customers. Collateral is not required for accounts receivable. The Company maintains an allowance for potential credit losses as considered necessary. The Company performs ongoing reviews of all customers that have breached their payment terms or for whom information has become available indicating a risk of non-recoverability. The Company records an allowance for bad debts for specific customers identified as well as an allowance based on its historical collection experience. The Company’s evaluation of the allowance for potential credit losses requires the use of estimates and the actual results may differ from these estimates. At December 31, 2016, the allowance for potential credit losses was $0. |
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Fixed Assets | Office equipment is stated at cost and depreciated over three years using the straight line method of accounting. For the three months ended December 31, 2016, and 2015, the Company recorded depreciation expense of $419, and $419, respectively.
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Revenue Recognition | The Company derives its revenue from the sale of compliance, legal, risk management and management and public reporting consulting services. The Company utilizes written contracts as the means to establish the terms and condition services are sold to customers.
|
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Consulting Services | Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition. The Company recognizes revenue when all of the following conditions are met:
The Company recognizes revenue as services are performed or monthly based upon contract terms. Contracts may either be for a specific project, or, a monthly recurring fee.
|
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Reimbursements | The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in its Statement of Operations. |
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Net Income (Loss) per Common Share | Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended December 31, 2016 or 2015.
|
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Income Taxes | The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates |
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Fair Value of Financial Instruments | The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2016 the carrying value of accounts receivable, accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments. |
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Stock-Based Compensation | Stock compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. For the three month periods ended December 31, 2016 and 2015 the Company recorded $0 and $3,475 in stock-based compensation, respectively. |
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Estimates | The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. Actual results could differ from those estimates made by management. |
||||||||||
Recent accounting pronouncements | In March 2016, the Financial Accounting Standards Board issued Accounting Standards Codification Update No. 2016-09 Compensation – Stock Compensation (Topic 718). The amendments in this update affect all entities that issue share-based payment awards to their employees. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We had no stock based compensation issued for the three months ended December 31, 2016.
In May 2014, the Financial Accounting Standard Board Issued Accounting Standards (FASB) Codification Update No. 2014-09 Revenue from Contracts with Customers (Topic 616), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contacts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Adoption can occur using one of two prescribed transition methods. In 2016, the FASB issued four amendments to ASU 0214-09. Although, we have no current contracts in place as of December 31, 2016, we have begun a limited evaluation of the provisions of ASU 2014-09 and the impact, if any, it may have on our financial position and results of operations. Our evaluation work to date includes researching the requirements of the pronouncement and exploring other similar company disclosures. Since we have no contracts current in place we believe we have sufficient time for the implementation of ASU 2014-09.
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.
|
4. Income Taxes (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income Tax Provision (Benefit) |
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1. The Company History and Nature of the Business (Details Narrative) - USD ($) |
Dec. 31, 2016 |
Sep. 30, 2016 |
---|---|---|
Company History And Nature Of Business Details Narrative | ||
Retained deficit | $ (76,427) | $ (55,513) |
Working capital deficit | $ (21,471) |
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Summary Of Significant Accounting Policies Details Narrative | ||
Allowance for doubtful accounts | $ 0 | |
Depreciation expense | 419 | $ 419 |
Stock-based compensation | $ 0 | $ 3,475 |
4. Income Taxes (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Tax Provision (Benefit): | ||
Current Federal-State | $ 0 | $ (3,279) |
Deferred Tax Benefit | 3,765 | 0 |
Change in valuation allowance | (3,765) | 0 |
Total tax provision (benefit) | 0 | $ (3,279) |
Loss carry-forwards | 13,757 | |
Less - valuation allowance | (13,757) | |
Total net deferred tax assets | $ 0 |
4. Income Taxes (Details Narrative) |
Dec. 31, 2016
USD ($)
|
---|---|
Income Taxes Details Narrative | |
Net operating loss carry-forward | $ 76,427 |
5. Related Party Loans and Transactions (Details Narrative) |
3 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Related Party Loans And Transactions Details Narrative | |
Related party transaction | $ 250 |
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