10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended	Commission File Number
January 31, 2018	000-30432

ARBOR ENTECH CORPORATION

State of Incorporation	IRS Employer Identification
Delaware	22-2335094

2295 N.W. Corporate Blvd., Suite 230, Boca Raton, FL 33431

Telephone (561) 245-8347

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 checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file). 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 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	[   ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [   ]

As of January 31, 2018, the registrant had a total of 7,350,540 shares of Common Stock outstanding.

1

ARBOR ENTECH CORPORATION

INDEX

PART I.	Financial Information	Page Number
Item 1.	Financial Statements
	Condensed Balance Sheets – January 31, 2018 (unaudited) and April 30, 2017	3
	Condensed Statements of Operations – Three Months Ended January 31, 2018 and 2017 (unaudited)	4
	Condensed Statements of Operations – Nine Months Ended January 31, 2018 and 2017 (unaudited)	5
	Condensed Statements of Cash Flows – Nine Months Ended January 31, 2018 and 2017 (unaudited)	6
	Notes to Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T.	Controls and Procedures	9
PART II.	Other Information
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of proceeds	10
Item 3.	Defaults on Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10

2

ARBOR ENTECH CORPORATION

CONDENSED BALANCE SHEETS

ASSETS
		January 31, 2018		April 30, 2017
		(Unaudited)
Current Assets:
Cash and Cash Equivalents	$	207,331	$	226,035
Total Current Assets		207,331		226,035
Total Assets	$	207,331	$	226,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	$	-	$	2,125
Current Liabilities		-		2,125
Commitments and Contingencies
Stockholders’ Equity:
Preferred Stock, $.001 Par Value; Authorized 1,000,000; None Issued and Outstanding		-		-
Common Stock, $.001 Par Value; Authorized 100,000,000; Issued and Outstanding 7,350,540		7,350		7,350
Additional Paid-In Capital		2,372,640		2,372,640
Retained Deficit		(2,172,659)		(2,156,080)
Total Stockholders’ Equity		207,331		223,910
Total Liabilities and Stockholders’ Equity	$	207,331	$	226,035

See accompanying notes to condensed financial statements.

3

ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

		Three Months Ended
		(Unaudited)
		January 31,
		2018		2017
Net Sales	$	-	$	-
Costs and Expenses:
Selling, General and Administrative Expenses		4,080		2,245
		4,080		2,245
Loss from Operations		(4,080)		(2,245)
Other Income:
Interest		51		58
Net Loss	$	(4,029)	$	(2,187)
Loss Per Common Share – Basic	$	-	$	-
Weighted Average Shares Outstanding		7,350,540		7,350,540

See accompanying notes to condensed financial statements.

4

ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

		Nine Months Ended
		(Unaudited)
		January 31,
		2018		2017
Net Sales	$	-	$	-
Costs and Expenses:
Selling, General and Administrative Expenses		16,740		15,315
		16,740		15,315
Loss from Operations		(16,740)		(15,315)
Other Income:
Interest		161		180
Net Loss	$	(16,579)	$	(15,135)
Loss Per Common Share – Basic	$	-	$	-
Weighted Average Shares Outstanding		7,350,540		7,350,540

See accompanying notes to condensed financial statements.

5

ARBOR ENTECH CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

		Nine Months Ended
		(Unaudited)
		January 31,
		2018		2017
Cash Flows from Operating Activities:
Net Loss	$	(16,579)	$	(15,135)
Changes in Operating Assets and Liabilities:
Decrease in Accounts Payable and Accrued Expenses		(2,125)		(2,950)
Net Cash Used in Operating Activities		(18,704)		(18,085)
Decrease in Cash and Cash Equivalents		(18,704)		(18,085)
Cash and Cash Equivalents – Beginning of Period		226,035		247,424
Cash and Cash Equivalents – End of Period	$	207,331	$	229,339
Supplemental Cash Flow Information:
Cash Paid for Interest	$	-	$	-
Cash Paid for Income Taxes	$	-	$	-

See accompanying notes to condensed financial statements.

6

ARBOR ENTECH CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(A)

The condensed balance sheet at April 30, 2017 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The interim condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of Arbor Entech Corporation (the “Company”) without audit; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the periods presented. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s fiscal year 2017 Annual Report on Form 10-K filed in July 2017 and other financial reports filed by the Company from time to time.

(B)

SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

ARBOR ENTECH CORPORATION

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

This report may contain “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 (including any statements regarding the Company’s outlook for fiscal 2017 and beyond). Any forward looking statements are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, without limitation, the lack of any current business operation, the possible failure to identify a suitable acquisition candidate, and specific risks which may be associated with any new business or acquisition that we may acquire.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

Critical Accounting Policies and Significant Judgments and Estimates

The Securities and Exchange Commission ("SEC") issued disclosure guidance for "critical accounting policies." The SEC defines "critical accounting policies" as those that require the application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our significant accounting policies are described in the Notes to these financial statements. Currently, based on the Company’s limited activity, we do not believe that there are any accounting policies that require the application of difficult, subjective or complex judgments.

Historical Background

Historically, we were a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. As discussed below in “Discontinued Operations,” on September 2, 2003, we discontinued our wood products business.

Currently, we are seeking other business opportunities, but there can be no assurance that such opportunities will be identified, capitalized upon, or result in any profits.

Results of Operations

Since we discontinued our wood products business in 2003, we have had no sales revenue, including during the three and nine months ended January 31, 2018. Selling, general and administrative expenses were $4,080 for the quarter ended January 31, 2018, as compared to $2,245 for the comparable prior period. Selling, general and administrative expenses were $16,740 for the nine months ended January 31, 2018, as compared to $15,315 for the comparable prior period. The changes in selling, general and administrative expenses were primarily due to changes in professional fees for the respective reporting periods.

For the quarter ended January 31, 2018, we had a net loss of $4,029 compared to a net loss of $2,187 for the comparable prior period. The change in net loss was primarily due to an increase in professional fees.

For the nine months ended January 31, 2018, we had a net loss of $16,579 compared to net loss of $15,135 for the comparable prior period.

8

Discontinued Operations

On September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot’s prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell product, and Home Depot’s demands regarding returns of ordered products that we were unwilling to accede to for economic reasons. The sale of our real estate resulted in a gain of approximately $186,000 for the year ended April 30, 2005.

Liquidity and Capital Resources

At January 31, 2018, we had working capital of $207,331, compared to working capital of $223,910 at April 30, 2017.

As of January 31, 2018, we had cash and cash equivalents of $207,331, a decrease of $18,704, compared with our cash on hand at April 30, 2017. Our assets at January 31, 2018 consisted solely of cash.

Operating activities used $18,704 in cash for the nine months ended January 31, 2018, as compared to $18,085 during the comparable prior period.

Since terminating our wood products business in September 2003, due to limited cash resources and a limited and sporadic trading market for our Common Stock, among other reasons, we have been unable to find a suitable business opportunity or merger candidate. Nevertheless, we continue to seek business opportunities, including potential acquisition candidates.

During the remainder of fiscal 2018, we do not anticipate that we will incur any capital expenditures.

We anticipate that our operating activities will generate negative net cash flow during the balance of fiscal 2018. We believe that the cash on hand will be sufficient for meeting our liquidity and capital resource needs for the next year.

Off-Balance Sheet Transactions

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Item3. Quantitative and Qualitative Disclosures about Market Risk

This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures.

As of January 31, 2018, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer/Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, provide a reasonable level of assurance that they are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.

Changes in Internal control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.

Item 2. Unregistered Sales of Equity Securities and Use of proceeds

None

Item 3. Defaults on Senior Securities

None

Item 4. Mine Safety Procedures – Not applicable

Item 5. Other Information

[Left blank intentionally]

Item 6. Exhibits

3(a)	Certificate of Incorporation, previously filed as an exhibit to the Company's Registration Statement on Form 10-SB (SEC File No. 0-30432) filed on or about July 30, 1999, and incorporated herein by this reference.
3(b)	Amendment to Certificate of Incorporation *
3(c)	By-laws of the Company, previously filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form 10-SB (SEC File No. 01-15207) filed on or about August 2, 1999, and incorporated herein by this reference.
4.	Form of common stock certificate, filed as the same exhibit number to our Form 10Q filed on March 17, 2009, and incorporated herein by this reference.
31.1	Certification of the Principal Executive and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of the Principal Executive and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document *
101.SCH	Document, XBRL Taxonomy Extension *
101.CAL	Calculation Linkbase, XBRL Taxonomy Extension Definition *
101.DEF	Linkbase,XBRL Taxonomy Extension Labels *
101.LAB	Linkbase, XBRL Taxonomy Extension *
101.PRE	Presentation Linkbase *

* Filed herewith.

10

SIGNATURES

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

	ARBOR ENTECH CORPORATION
Date: March 14, 2018	/s/ Brad Houtkin
	Brad Houtkin
	Principal Executive Officer and Principal Financial Officer

11

EX-3.B

 

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Brad Houtkin certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Arbor Entech 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 fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
	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: March 14, 2018

/s/ Brad Houtkin

Brad Houtkin

Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1 Section 906 Certification

XML

Document and Entity Information	9 Months Ended
	Jan. 31, 2018 shares
Details
Registrant Name	ARBOR ENTECH CORP
Registrant CIK	0000710782
SEC Form	10-Q
Period End date	Jan. 31, 2018
Fiscal Year End	--04-30
Trading Symbol	arbe
Tax Identification Number (TIN)	222335094
Number of common stock shares outstanding	7,350,540
Filer Category	Smaller Reporting Company
Current with reporting	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Incorporation, State Country Name	Delaware
Entity Address, Address Line One	2295 N.W. Corporate Blvd., Suite 230
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	245-8347

XML

Condensed Balance Sheets (January 31, 2018 unaudited) - USD ($)	Jan. 31, 2018	Apr. 30, 2017
Current Assets:
Cash and Cash Equivalents	$ 207,331	$ 226,035
Total Current Assets	207,331	226,035
Total Assets	207,331	226,035
Current Liabilities:
Accounts Payable and Accrued Expenses	0	2,125
Current Liabilities	0	2,125
Stockholders' Equity:
Preferred Stock	0	0
Common Stock	7,350	7,350
Additional Paid-In Capital	2,372,640	2,372,640
Retained Deficit	(2,172,659)	(2,156,080)
Total Stockholders' Equity	207,331	223,910
Total Liabilities and Stockholders' Equity	$ 207,331	$ 226,035

XML

Condensed Balance Sheets (January 31, 2018 unaudited) - Parenthetical - $ / shares	Jan. 31, 2018	Apr. 30, 2017
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	7,350,540	7,350,540
Common Stock, Shares, Outstanding	7,350,540	7,350,540

XML

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Jan. 31, 2018	Jan. 31, 2017
Details
Net Sales	$ 0	$ 0	$ 0	$ 0
Costs and Expenses:
Selling, General and Administrative Expenses	4,080	2,245	16,740	15,315
Loss from Operations	(4,080)	(2,245)	(16,740)	(15,315)
Other Income:
Interest	51	58	161	180
Net Loss	$ (4,029)	$ (2,187)	$ (16,579)	$ (15,135)
Loss Per Common Share - Basic	$ 0	$ 0	$ 0	$ 0
Weighted Average Shares Outstanding	7,350,540	7,350,540	7,350,540	7,350,540

XML

Condensed Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Cash Flows from Operating Activities:
Net Loss	$ (16,579)	$ (15,135)
Changes in Operating Assets and Liabilities:
Decrease in Accounts Payable and Accrued Expenses	(2,125)	(2,950)
Net Cash Used in Operating Activities	(18,704)	(18,085)
Decrease in Cash and Cash Equivalents	(18,704)	(18,085)
Supplemental Cash Flow Information:
Cash Paid for Interest	0	0
Cash Paid for Income Taxes	$ 0	$ 0

XML

Basis of Accounting

9 Months Ended

Jan. 31, 2018

Notes

Basis of Accounting

(A) The condensed balance sheet at April 30, 2017 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The interim condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of Arbor Entech Corporation (the “Company”) without audit; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the periods presented. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s fiscal year 2017 Annual Report on Form 10-K filed in July 2017 and other financial reports filed by the Company from time to time.

XML

NOTE B - Significant Accounting Policies

9 Months Ended

Jan. 31, 2018

Notes

NOTE B - Significant Accounting Policies

(B) SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

XML

NOTE B - Significant Accounting Policies: Cash and Cash Equivalents (Policies)

9 Months Ended

Jan. 31, 2018

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents.

XML

NOTE B - Significant Accounting Policies: Use of Estimates (Policies)

9 Months Ended

Jan. 31, 2018

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.