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EX-31.1 - EXHIBIT 31-1 - JMJP Partners, Inc.ex31-1.htm
EX-32.1 - EXHIBIT 32-1 - JMJP Partners, Inc.ex32-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2013

 

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

 

For the transition period from _________ to _________

 

JMJP PARTNERS, INC.

(Exact name of Registrant as Specified in its charter)

 

Delaware   000-54824   46-1855937
(State or other jurisdiction of
incorporation or organization)
  (Commission
file number)
  (IRS Employer
Identification No.)

 

7545 Irvine Center Drive, Suite 200 Irvine, CA 92618

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 559-7200

 

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. [X] Yes [  ] No

 

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

 

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

 

[  ] Large accelerated filer   [  ] Accelerated filer   [  ] Non-accelerated filer   [X] Smaller Reporting Company

 

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

 

The aggregate market value of the Common Stock held by non-affiliates as of September 30, 2013 was $0.00.

 

There were 27,500,000 shares of Common Stock, $0.0001 par value, outstanding as of November 19, 2013.

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
PART I FINANCIAL INFORMATION    
ITEM 1. FINANCIAL STATEMENTS   F-1
ITEM 2. MANAGEMENT’S DICUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   4
ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   6
ITEM 4. CONTROLS AND PROCEDURES   6
ITEM 4T. CONTROLS AND PROCEDURES   7
       
PART II OTHER INFORMATION    
ITEM 1. LEGAL PROCEEDINGS   7
ITEM 1A. RISK FACTORS   7
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES   10
ITEM 4. MINE SAFETY DISCLOSURES   10
ITEM 5. OTHER INFORMATION   10
ITEM 6. EXHIBITS   10
       
  SIGNATURES   11

 

2
 

 

FORWARD LOOKING STATEMENTS

 

This Form 10-Q and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

In this report references to “JMJP Partners”, “JMJP”, “Backgate Acquisition Corporation”, “Backgate”, “the Company”, “we,” “us,” and “our” refer to JMJP Partners, Inc.

 

3
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

JMJP PARTNERS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

   September 30, 2013   December 31, 2012 
   (Unaudited)     
ASSETS          
Current Assets          
Cash  $10,022   $2,000 
Total Current Assets  $10,022   $2,000 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Accrued liabilities  $350   $350 
Total Current Liabilities   350    350 
           
Stockholders’ Equity          
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 0 shares issued and outstanding   -    - 
Common stock; $0.0001 par value, 100,000,000 shares authorized; 27,500,000 and 20,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively   2,750    2,000 
Additional paid-in capital   77,407    1,007 
Deficit accumulated during the development stage   (70,485)   (1,357)
Total Stockholders’ Equity   9,672    1,650 
Total Liabilities and Stockholders’ Equity  $10,022   $2,000 

 

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

 

F-1
 

 

JMJP PARTNERS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

       For the Period From       For the Period From 
   For Three Months Ended   July 23, 2012 (Inception)   For Nine Months Ended   July 23, 2012 (Inception) 
   September 30, 2013   to September 30, 2012   September 30, 2013   to September 30, 2013 
                 
Revenue  $-   $-   $-   $- 
                     
Operating expenses   16,862    750    69,128    70,485 
Loss Before Income Taxes   (16,862)   (750)   (69,128)   (70,485)
                     
Income tax   -    -    -    - 
                     
Net loss  $(16,862)  $(750)  $(69,128)  $(70,485)
                     
Loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.00)     
                     
Weighted average shares - basic and diluted   27,500,000    20,000,000    27,500,000      

 

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

 

F-2
 

 

JMJP PARTNERS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the Nine
Months Ended
September 30, 2013
   For the Period From
July 23, 2012
(Inception) to
September 30, 2013
 
OPERATING ACTIVITIES:          
Net loss  $(69,128)  $(70,485)
Changes in Operating Assets and Liabilities:          
Accrued liabilities   -    350 
           
Net cash used in operating activities   (69,128)   (70,135)
           
FINANCING ACTIVITIES:          
Proceeds from issuance of common stock   77,150    79,150 
Proceeds from stockholders’ additional contribution   -    1,007 
Net cash provided by financing activities   77,150    80,157 
           
Net increase in cash   8,022    10,022 
           
Cash, beginning of period   2,000    - 
           
Cash, end of period  $10,022   $10,022 

 

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

 

F-3
 

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

JMJP Partners, Inc. (“JMJP” or “the Company”) was incorporated in the State of Delaware on July 23, 2012 under the name Backgate Acquisition Corporation to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company initially attempted to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

On February 4, 2013, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Company’s name to JMJP Partners, Inc. and filed such change with the State of Delaware.

 

On February 22, 2013, new officers and directors were appointed and elected, and prior officers and directors resigned resulting in the change of control of the company.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company has $10,022 in cash and no cash equivalents as of September 30, 2013.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013.

 

F-4
 

 

INCOME TAXES

 

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2013, there was no deferred tax. Asset as a full valuation allowance was recorded due to the uncertainty of realization of net operating loss carry forwards prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013, there are no outstanding dilutive securities.

 

Fair Value of Financial Instruments

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

● Level 3 inputs are unobservable inputs for the asset or liability.

 

The carrying amounts of financial instruments such as cash, loan receivable and current liabilities, approximate their fair values because of the short maturity of these instruments.

 

NOTE 2 - GOING CONCERN

 

The Company is in the development stage and has no revenues or profits since its inception on July 23, 2012. As of September 30, 2013, the Company has an accumulated deficit of $70,485. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations.

 

F-5
 

 

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.  

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2013, 27,500,000 shares of common stock and no preferred stock were issued and outstanding.

 

On July 31, 2012, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.

 

On February 22, 2013, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.

 

On February 25, 2013, the Company issued 1,000,000 common shares to an officer and director as founder shares.

 

Between February 26, 2013 to March 31, 2013, the Company issued 16,200,000 common shares to eleven investors for $58,500 in cash.

 

Between April 8, 2013 to June 7, 2013, the Company issued 9,250,000 common shares to twenty-five investors for $12,850 in cash.

 

On August 28, 2013, the Company redeemed 250,000 shares of the outstanding stock at a redemption price of $.001 per share for an aggregate redemption price of $250.

 

On September 25, 2013, the Company issued 800,000 common shares to nine investors for $8,000 in cash.

 

F-6
 

 

ITEM 2. MANAGEMENT’S DICUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Results of Operations

 

Comparison of the three months ended September 30, 2013 to the period from July 23, 2012 (inception) to September 30, 2012

 

Net Revenue

 

The net revenues for the three months ended September 30, 2013 were $0 compared to $0 for the period from July 23, 2012 (inception) to September 30, 2012.  The lack of revenue was due to our inactive operational state while seeking for acquisition candidates.

 

4
 

 

Operating Expenses

 

The operating expenses for the three months ended September 30, 2013 were $16,862 compared to $750 for the period from July 23, 2012 (inception) to September 30, 2012. The operating expenses were primarily due to the services related to listing the Company, accounting and SEC filing cost.

 

Net Loss

 

As a result of the above, the net operating loss for the three months ended September 30, 2013 were $16,862 compared to $750 for the period from July 23, 2012 (inception) to September 30, 2012.  The net operating loss was primarily attributable to the legal cost related to the SEC filings.

 

Comparison of the nine months ended September 30, 2013 to the period from July 23, 2012 (inception) to September 30, 2013

 

Net Revenue

 

The net revenues for the nine months ended September 30, 2013 were $0 compared to $0 for the period from July 23, 2012 (inception) to September 30, 2013.  The lack of revenue was due to our inactive operational state while seeking for acquisition candidates.

 

Operating Expenses

 

The operating expenses for the nine months ended September 30, 2013 were $69,128 compared to $70,485 for the period from July 23, 2012 (inception) to September 30, 2013. The operating expenses were primarily due to the services related to listing the Company, accounting and SEC filing cost.

 

Net Loss

 

As a result of the above, the net operating loss for the nines ended September 30, 2013 were $69,128 compared to $70,485 for the period from July 23, 2012 (inception) to September 30, 2013.  The net operating loss was primarily attributable to the legal cost related to the SEC filings.

 

Liquidity and Capital Resources

 

As of September 30, 2013 and December 31, 2012, we had $10,022 and $2,000, respectively in cash and $0 and $0, respectively in receivable. Our current liabilities consisted of $350 and $350, respectively in accrued expenses.

 

For the three months ended September 30, 2013, we had a net decrease in cash of $8,362, resulting from $19,112 of cash used in our operating activities and $10,750 of cash provided by our financing activities.

 

For the nine months ended September 30, 2013, we had a net increase in cash of $8,022, resulting from $69,128 of cash used in our operating activities and $77,150 of cash provided by our financing activities.

 

Cash Flows from Operating Activities

 

The net cash used in our operating activities of $69,128 for the nine months ended September 30, 2013 was primarily attributable to the overhead, general company setup and consulting services related to listing the Company.

 

We do not currently engage in any business activities that provide cash flow. We currently have no source of revenue to cover our costs.  These matters raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  We will limit all operational activities to searching and consummating a business combination.  We will offer non-cash consideration and seek equity lines as the sole method of financing for the near term.

 

5
 

 

Cash Flows from Financing Activities

 

The net cash provided by our financing activities of $77,150for the nine months ended September 30, 2013 was comprised of paid-in-capital from our investors and a loan from a related party. We will continue to offer our equity as a means to provide cash flow.

 

ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company 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 SEC’s rules and forms and which also are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

(b) Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management’s assessment of the effectiveness of the company’s internal control over financial reporting is as of the fiscal year ended December 31, 2012. We believe that our internal control over financial reporting is effective. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

 

This Annual Report on Form 10-K does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management’s report in this Annual Report.

 

(c) Changes in internal controls. There was no change in our internal controls over financial reporting that occurred during the fiscal year ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

6
 

 

ITEM 4T. CONTROLS AND PROCEDURES

 

Not applicable

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are not presently any material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to us to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

 

Our business is difficult to evaluate because we have no operating history

 

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

 

There is competition for those private companies suitable for a merger transaction of the type contemplated by management

 

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

 

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition

 

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

 

7
 

 

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies

 

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 

There is currently no trading market for our common stock

 

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

 

Our business will have no revenues unless and until we merge with or acquire an operating business

 

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

 

We intend to issue more shares in a merger or acquisition, which will result in substantial dilution

 

Our certificate of incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 20,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

 

The proposed operations of our Company are speculative

 

The success of our proposed business plan will depend to a great extent on the operations, financial condition and management of the private company which we combine with. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. In the event we complete a business combination the success of its operations will be dependent upon management of the private company and numerous other factors beyond our control. There is no assurance that we can identify a company and consummate a business combination.

 

8
 

 

Possible classification as a penny stock which may increase reporting obligations for any transaction and additional burden on any potential broker

 

In the event that a public market develops for our securities following a business combination, such securities may be classified as a penny stock depending upon their market price and the manner in which they are traded. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock”, for purposes relevant to our company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq Capital Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery by the broker of a document to investors stating the risks of investment in penny stocks, the possible lack of liquidity, commissions to be paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and other requirements.

 

Reporting requirements may delay or preclude acquisition

 

Pursuant to the requirements of Section 13 of the Exchange Act, we are required to provide certain information about significant acquisitions including audited financial statements of the acquired company. Obtaining audited financial statements is the economic responsibility of the private company. The additional time and costs that may be incurred by some potential companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by us. Prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 

Notwithstanding a company’s agreement to obtain audited financial statements within the required time frame, such audited financial statements may not be available to us at the time of entering into an agreement for a business combination. In cases where audited financial statements are unavailable, we will have to rely upon information that has not been verified by outside auditors in making its decision to engage in a transaction with the business entity. .

 

We may effect a business combination which may have a possible impact on the value of the shares of its common stock so reliance on such present data is not a good indicator of future value

 

A business combination normally will involve the issuance of assign if i cant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per share value of our common stock may increase or decrease significantly.

 

It is possible that we will enter a business combination with a foreign entity and will therefore be subject to risks and taxes that are currently unknown and the impact of which is presently unpredictable

 

If we enter into a business combination with a foreign concern it will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, capital investment, resource self-sufficiency, balance of payments positions, and in other respects. Any business combination with a foreign company may result in control of our company by individuals who are not resident in the United States and in assets which are located outside the United States, either of which could significantly reduce the ability of the shareholders to seek or enforce legal remedies against us.

 

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

 

From February 26, 2013 to March 31, 2013, the Company issued 16,200,000 common shares to eleven investors for $58,500 in cash.

 

From April 8, 2013 to June 7, 2013, the Company issued 9,250,000 common shares to twenty-five investors for $12,850 in cash.

 

On September 25, 2013, the Company issued 800,000 common shares to nine investors for $8,000 in cash.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Backgate Acquisition Corporation was incorporated under the laws of the State of Delaware on July 23, 2012. On February 4, 2013, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Company’s name to JMJP Partners, Inc. and filed such change with the State of Delaware. We have been in the developmental stage since inception and our operations to date have been limited to issuing shares to its original shareholders and filing this registration statement. We were formed to provide a method for a foreign or domestic private company to become a reporting company as part of the process toward the public trading of our stock.

 

On February 22, 2013 we effected a change of control and began developing our business in emerging technology markets, primarily telecommunications (voice, data, and video) and mobile financial services (banking, payments, and commerce).

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
31.1*   Rule 13a-14(a)/15d-14(a) Certification of President (Principal Executive Officer)
32.1*   Section 1350 Certification of President (Principal Executive Officer)

 

* Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

JMJP PARTNERS, INC.  
     
By: /s/ Tan Tran  
  Tan Tran  
  President and Director  
     
Date: November 19, 2013  

 

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