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EX-32 - EX 32.1 - NEUROMAMA, LTD.certification321.htm
EX-31 - EX 31.1 - NEUROMAMA, LTD.certification311.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


Mark One

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


For the quarterly period ended April 30, 2013


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File No. 333-180750



TRANCE GLOBAL ENTERTAINMENT GROUP CORP.
(Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

5090

(Primary Standard Industrial Classification Number)

98-0706304

(IRS Employer

Identification Number)



KUSOCINSKIEGO 3
TORUN, POLAND 87-100

Phone: + 48505259170

(Issuer’s telephone number)




1




Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of June 3, 2013

Common Stock, $0.001

4,220,000



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TRANCE GLOBAL ENTERTAINMENT GROUP CORP.


Form 10-Q


Part 1   

FINANCIAL INFORMATION

 

Item 1

Financial Statements

4

   

   Balance Sheets

4

      

   Statements of Operations

5

 

   Statements of Cash Flows

6

 

   Notes to Financial Statements

7

Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

Part II.

OTHER INFORMATION

 

Item 1   

Legal Proceedings

13

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Mine Safety Disclosures

13

Item 5  

Other Information

13

Item 6      

Exhibits

14




3






TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)


 

APRIL 30, 2013

JANUARY 31, 2013

ASSETS

 

 

Current assets

 

 

Cash and cash equivalents

$                505

$                  81

Prepaid expenses

2,640

4,640

TOTAL ASSETS

$             3,145           

$             4,721           

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

Liabilities

 

 

Current Liabilities

 

 

Accrued expenses

$              200

$             3,950

Loans payable – related party

15,299

10,489

Total Liabilities

15,499

14,439

 

 

 

Stockholders’ Deficit

 

 

Common stock, $.0001 par value, 75,000,000 shares authorized, 4,220,000

4,220

4,220

Additional paid in capital

20,880

20,880

Deficit accumulated during the development stage

(37,454)

(34,818)

Total Stockholders’ Deficit

(12,354)

(9,718)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$             3,145

$             4,721        










See accompanying notes to financial statements.




4






TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)


 

Three months ended April 30, 2013

Three months ended April 30, 2012

Period from March 31, 2011 (Inception) to April 30, 2013

 

 

 

 

REVENUES

$                    0

$                    0

$                    0

 

 

 

 

OPERATING EXPENSES

 

 

 

Incorporation costs

0

0

984

Professional fees

0

2,500

14,250

Transfer agent and filing fees

2,600

0

21,310

General and administrative

36

376

910

TOTAL OPERATING EXPENSES

2,636

2,876

37,454

 

 

 

 

NET LOSS BEFORE INCOME TAXES

(2,636)

(2,876)

(37,454)

 

 

 

 

PROVISION FOR INCOME TAXES

0

0

0

 

 

 

 

NET LOSS

$        (2,636)

$          (2,876)

$        (37,454)

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$            (0.01)

$            (0.01)

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED

4,220,000

3,500,000

 





 See accompanying notes to financial statements.



5




TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)



 

Three months ended April 30, 2013

Three months ended April 30, 2012

Period from March 31, 2011 (Inception) to April 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss for the period

$       (2,636)

$         (2,876)

$       (37,454)

Changes in assets and liabilities:

 

 

 

Decrease (Increase) in prepaid expenses

2,000

0

(2,640)

Increase (Decrease) in accrued expenses

(3,750)

(3,500)

200

Net Cash Used in Operating Activities

(4,386)

(6,376)

(39,894)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES  

 

 

 

Proceeds from loans payable – related party

4,810

2,825

15,299

Proceeds from sale of common stock

-

-

25,100

Net Cash Provided by Financing Activities

4,810

2,825

40,399

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

424

(3,551)

505

Cash and cash equivalents, beginning of period

 81

 3,573

 0

Cash and cash equivalents, end of period

$               505            

$              22            

$               505            

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

Interest paid

$                   0

$                   0

$                   0

Income taxes paid

$                   0

$                   0

$                   0





See accompanying notes to financial statements.




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TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2013


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization and Description of Business

Trance Global Entertainment Group Corp. (“the Company” or “Trance Global”) was incorporated under the laws of the State of Nevada on March 31, 2011. The Company is in the business of distributing inflatable products (inflatable games, inflatable advertising and inflatable tents).  The Company executed a distribution contract on March 15, 2012, with "ADMAR", a manufacturing company in Sztygarska, Poland which will supply us with the inflatable products.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a January 31 fiscal year end.


Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $81 and $505 of cash as of January 31, 2013 and April 30, 2013, respectively.


Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and loans payable due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates

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 disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.






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TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2013


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income 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. There are no such common stock equivalents outstanding as of April 30, 2013.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements

Global does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.


NOTE 2 – GOING CONCERN


The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $37,454 as of April 30, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  


NOTE 3 – PREPAID EXPENSES


Prepaid expenses of $2,640 consisted of the balance of an $8,000 contract for transfer agent services that began on August 31, 2012 and continues for 12 months. The remaining balance will be expensed between May and August 2013.




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TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2013



NOTE 4 – ACCRUED EXPENSES


Accrued expenses at April 30, 2013 of $200 consisted of amounts owed to the Company’s transfer agent for services rendered for periods reported on in these financial statements.


NOTE 5 – LOANS PAYABLE – RELATED PARTY


An officer and shareholder loaned $1,084 to the Company during the period ended January 31, 2012.  The officer loaned an additional $9,405 to the Company during the year ended January 31, 2013. The officer loaned an additional $4,810 to the Company during three months period ended April 30, 2013. The amounts are unsecured, non-interest bearing and due on demand. The total due to the officer and shareholder was $10,489 and $15,299 as of January 31, 2013 and April 30, 2013, respectively.


NOTE 6 – CAPITAL STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share.


On January 27, 2012, the Company issued 3,500,000 shares of its common stock at $0.001 per share for cash proceeds of $3,500.In August 2013, the Company issued 720,000 shares of common stock at $0.03 per shares for total cash proceeds of $21,600.  There were 4,220,000 shares of common stock issued and outstanding as of April 30, 2013.


NOTE 7 – COMMITMENTS


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 8 – INCOME TAXES


As of April 30, 2013, the Company had net operating loss carry forwards of $37,454 that may be available to reduce future years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.



NOTE 9 – SUBSEQUENT EVENTS


In accordance with ASC 855-10, the Company has analyzed its operations subsequent to April 30, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.





FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


GENERAL

Trance Global Entertainment Group Corp. was incorporated in the State of Nevada as a for-profit company on March 31, 2011 and established a fiscal year end of January 31. Our registration statement has been filed with the Securities and Exchange Commission on April 16, 2012 and has been declared effective on July 20, 2012.  We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage distribution company. To date, we have had limited operations. We have developed our business plan, and executed Contract with F.P.H.U "ADMAR", where we engage "ADMAR” as an independent contractor for the specific purpose of developing, manufacturing and supplying products for us.  


Product:

We have executed a Distribution Contract on 15th day of March, 2012, with "ADMAR", a manufacturing company in Sztygarska, Poland which will supply us with such inflatable products as follows:


Inflatable Games:

All kind of inflatable games where you can slide, box, bungee and jump.

Dry or Water Slides - Big, Tall, Large or Small.


Inflatable Advertising:

A way of advertising where you can put your logo on the “inflatable ad” or have an inflatable balloon in the shape of the advertised product. Very convenient for trade shows, fares, outside/inside advertising and does not require professional installation.


Inflatable Tents:

Is a form of portable retail store which is easy to transport and to assemble; all you need is to inflate it. It is very convenient, light weight, small volume and costs less to transport.


Our inflatable product will come with a 1 year warranty.  We plan on expanding our product selection in the future. All of Trance Our products will have CE (world-wide European standard) accreditation and will meet the ASTM & CPSIA standards regarding fire resistance and lead content.





9




RESULTS OF OPERATIONS


We are a development stage company with limited operations since our inception on March 31, 2011 to April 30, 2013.  As of April 30, 2013, we had total assets of $3,145 and total liabilities of $15,499.  Since our inception to April 30, 2013, we have accumulated a deficit of $37,454.  We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three Month Period Ended April 30, 2013 Compared to the Three Month period ended  April 30, 2012


Our net loss for the three month period ended April 30, 2013 was $2,636 compared to a net loss of $2,876 during the three month period ended April 30, 2012.


During the three month period ended April 30, 2013, we incurred  $36 in general and administrative expenses and $2,600 in transfer agent and filing fees. General and administrative and professional fee expenses incurred during the three month period ended April 30, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting expenses.



The weighted average number of shares outstanding was 4,220,000 for the three month period ended April 30, 2013.  





10




LIQUIDITY AND CAPITAL RESOURCES


As of April 30, 2013


As at April 30, 2013 our current assets were $3,145. As at April 30, 2013 current assets were comprised of $505 in cash and $2,640 in prepaid expenses. Company’s current assets were $4,721 on January 31, 2013. As at April 30, 2013, our current liabilities were $15,499. Current liabilities were comprised of $15,299 in advances from director and $200 in accrued expenses.


Stockholders’ deficit increased from $9,718 as of January 31, 2013 to $12,354 as of April 30, 2013.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the three month period ended April 30, 2013, net cash flows used in operating activities was $4,386 consisting of a net loss of $2,636, decrease in prepaid expenses of $2,000 and decrease in accounts payable of $3,750. Net cash flows used in operating activities was $39,894 for the period from inception (March 31, 2011) to April 30, 2013.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended April 30, 2013, cash provided by financing activities was $4,810 which was received from proceeds from loans from director. For the period from inception (March 31, 2011) to April 30, 2013, net cash provided by financing activities was $40,399 received from proceeds from issuance of common stock and proceeds from loans from director.


PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.




11




OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditors' report accompanying our January 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.



ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended April 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.



ITEM 4. MINE SAFETY DISCLOSURES


No report required.



ITEM 5. OTHER INFORMATION


No report required.



13




ITEM 6. EXHIBITS


Exhibits:


31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

TRANCE GLOBAL ENTERTAINMENT GROUP CORP.

Dated: June 3, 2013

By: /s/ Barbara Walaszek

 

Barbara Walaszek, President and Chief Executive Officer and Chief Financial Officer














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