UNITED STATES

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

March 31, 2014

 

or

 

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

 

For the transition period from

to

 

Commission File Number

333-183870

 

QUORUM CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

4629 Cass Street, Suite 186, San Diego, CA		92109
(Address of principal executive offices)		(Zip Code)

 

(630) 489-9880

(Registrant’s telephone number, including area code)

KSC House, Mama Ngina Street 11th Floor, P.O. Box 30251-00100 Nairobi, Kenya

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

¨

YES

x

NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x

YES

¨

NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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	¨	(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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

60,836,664 common shares issued and outstanding as of May 15, 2014.

 

 

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION		3

 

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

 

PART II – OTHER INFORMATION		11

 

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURES		13

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.           Financial Statements

 

Our unaudited consolidated interim financial statements for the three and nine month periods ended March 31, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

 

Quorum Corp.

(A Development Stage Company)

March 31, 2014

 

	Index
Consolidated Balance Sheets	F–1
Consolidated Statements of Operations	F–2
Consolidated Statements of Cash Flows	F–3
Notes to the Consolidated Financial Statements	F–4

 

 

Quorum Corp.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

  

		March 31,				June 30,
		2014				2013
		(unaudited)
ASSETS
Current Assets
Cash		$	8,604			$	8,689
Total Assets		$	8,604			$	8,689
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	28,251			$	7,323
Related party payables (Note 3)			39,692				24,192
Loans Payable (Note 4)			20,818				–
Total Liabilities			88,761				31,515
Stockholders’ Deficit
Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding			–				–
Common stock, 100,000,000 shares authorized, $0.00001 par value; 60,836,664 shares issued and outstanding			608				608
Additional paid-in capital			48,397				48,397
Deficit accumulated during the development stage			(129,162	)			(71,831	)
Total Stockholders’ Deficit			(80,157	)			(22,826	)
Total Liabilities and Stockholders’ Deficit		$	8,604			$	8,689

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

Quorum Corp.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in US Dollars)

(unaudited)

 

																		For the
		For the				For the				For the				For the				Period From
		Three Months				Three Months				Nine Months				Nine Months				November 23, 2011
		Ended				Ended				Ended				Ended				(Date of Inception) to
		March 31,				March 31,				March 31,				March 31,				March 31,
		2014				2013				2014				2013				2014
Expenses
Bank charges		$	(2	)		$	69			$	19			$	232			$	498
Foreign exchange (gain) loss			(201	)			61				(291	)			774				(11	)
General and administrative			–				–				–				–				2,200
Interest expense			443				–				973				–				973
Professional fees			14,249				6,458				24,810				30,912				63,879
Consulting fees			–				7,500				12,500				10,000				30,000
Transfer agent and filing fees			2,914				7,353				19,320				9,842				31,623
Total Expenses			17,403				21,441				57,331				51,760				129,162
Net Loss		$	(17,403	)		$	(21,441	)		$	(57,331	)		$	(51,760	)		$	(129,162	)
Net Loss Per Share – Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Shares Outstanding			60,836,664				60,836,664				60,836,664				60,836,664

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

Quorum Corp.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

(unaudited)

  

										For the
		For the				For the				Period From
		Nine Months				Nine Months				November 23, 2011
		Ended				Ended				(Date of Inception) to
		March 31, 2014				March 31, 2013				March 31, 2014
Cash Flows from Operating Activities
Net loss		$	(57,331	)		$	(51,760	)		$	(129,162	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			20,928				7,636				28,251
Related party payables			15,500				16,467				39,692
Accrued interest payable			973				–				973
Net Cash Used In Operating Activities			(19,930	)			(27,657	)			(60,246	)
Cash Flows from Financing Activities
Loans payable			19,845				–				19,845
Proceeds from issue of common stock			–				–				49,005
Net Cash Provided by Financing Activities			19,845				–				68,850
(Decrease) Increase in Cash			(85	)			(27,657	)			8,604
Cash - Beginning of Period			8,689				45,123				–
Cash - End of Period		$	8,604			$	17,466			$	8,604
Supplementary Information:
Interest paid		$	–			$	–			$	–
Income taxes paid		$	–			$	–			$	–

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

Quorum Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

(unaudited)

 

1.

Nature of Business and Continuance of Operations

 

Quorum Corp. (the “Company”) was incorporated in the State of Nevada on November 23, 2011. The Company is in the development stage as defined under Accounting Codification Standard (“ASC”) 915, “Development Stage Entities”, and its efforts were primarily devoted to the establishment and start up of its business. The core operations of the Company derives from the power of social networking and online marketing in order to create links between buyers and sellers of specialty services.  The principal service of the Company’s operating website quintup.com, is a link between buyers and sellers. Sellers on the website offer “micro-jobs,” or services, sometimes referred to as “gigs” to sellers who search for services throughout the website. Quorum’s website is a medium to which buyers and sellers can come together, where sellers can sell their specialty services, and buyers can purchase these services.  The current target markets for the Company are the eastern African markets of Kenya, Uganda and Tanzania. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

 

These consolidated 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. For the period from inception on November 23, 2011 through March 31, 2014, the Company has incurred accumulated losses totalling $129,162. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.

Summary of Significant Accounting Policies

 

a)

Basis of Presentation

 

These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is June 30.

 

b)

Principal of Consolidation

 

The consolidated financial statements include the accounts of Quorum Corp. and its 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.

 

c)

Use of Estimates

 

The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

d)

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

 

Quorum Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

(unaudited)

 

2.

Summary of Significant Accounting Policies (continued)

 

	e)	Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

	f)	Earnings (Loss) Per Share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At March 31, 2014, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

 

	g)	Foreign Currency Translation

The Company’s planned operations will be in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

 

	h)	Income Taxes

The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

	i)	Recent Accounting Pronouncements

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

 

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

 

 

Quorum Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

(unaudited)

 

3.

Related Party Transactions

 

a)

As of March 31, 2014, the Company owes a former director of the Company $38,692 (June 30, 2013 - $24,192) for administrative expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.

 

b)

As of March 31, 2014, the Company owes a director of the Company $1,000 (June 30, 2013 - $nil) for administrative expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.

 

c)

On December 1, 2012, the Company entered into a consulting agreement with a former director of the Company. Pursuant to the agreement, the former director provided consulting services for the Company from December 1, 2012 to November 30, 2013 for consideration of $2,500 per month. During the nine months ended March 31, 2014, the Company paid consulting fees of $12,500 (2012 – $10,000) to the director.

 

4.

Loans Payable

 

During the nine months ended March 31, 2014, the Company received four loans for a total amount of $19,845 (June 30, 2013 - $nil) from a non-related third party. The loans bear an 8 % interest rate and are due on demand. As at March 31, 2014, the Company recorded $973 (June 30, 2013 - $nil) of interest payable.

 

5.

Stockholders’ Equity

 

The Company’s authorized capital consists of 100,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.

 

6.

Subsequent Events

 

Management has reviewed and evaluated subsequent events through the date of which the current financial statements were issued.

 

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

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company”, mean Quorum Corp., and our wholly owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya, unless otherwise indicated.

 

General Overview

 

We were incorporated on November 23, 2011, under the laws of the State of Nevada.  Our principal executive offices are located at 4629 Cass Street, Suite 186, San Diego, CA. Our telephone number is (630) 489-9880.

 

Our authorized capital consists of 100,000,000 shares of common stock with a par value of $0.00001 and 100,000,000 shares of preferred stock with a par value of $0.00001. We have one wholly owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya, through which all of our operations are conducted. Chiswick was incorporated on October 6, 2011 and carries on all of our business activities in Kenya.  Since we are in our startup stage, Chiswick has predominately been involved in administrative activities such as setting up bank accounts, establishing relationships with service providers and establishing our office facilities.

 

We are a development stage company in the business of developing a social media and networking website, Quintup.com^TM, intended to serve as a transactional marketplace for buyers and sellers of contract services, known as micro-jobs. Our operations are based in the Eastern African city of Nairobi, Kenya, and Quintup.com ^TM is intended and being designed for consumer markets in Eastern Africa, with a focus on Kenya, Tanzania and Uganda.

 

Our website, Quintup.com^TM, is in the development stage. We have only recently begun operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. We have a going concern uncertainty as of the date of our most recent financial statements.

 

We currently employ third party developers to develop our website, Quintup.com^TM. Our website is operational and we conducted alpha testing using various transaction simulations. This testing is now completed. Our company has recently concluded its beta testing of its program. We have not yet hired any commissioned sales people.

 

 

Our Current Business

 

Our business plan is to create and operate a micro jobs website, Quintup.com^TM, that will serve as an online marketplace for the purchase and sale of personal services amongst individuals and businesses operating in Eastern Africa, namely Kenya, Tanzania, and Uganda.  Micro jobs websites have become increasingly popular in recent years as social market places for outsourcers of services and individuals or businesses seeking to hire those services.  The first micro job (also known as “micro work” or “micro gigs”) websites, such as the website established in 2008 by the non-profit group Samasource, were conceived in order to outsource series of small tasks that have been broken out of a larger digital based work projects and which could be completed over the Internet.  Typically, a micro job would take anywhere from one to fifteen minutes to complete, and would be performed in exchange for a proportionate wage. At present, micro jobs commonly refer to a broader range of internet and non-internet based services, although they typically involve services, such as data entry, bookkeeping, research, graphic design, photography, marketing, word processing or creative writing, the product of which may be delivered or verified over the Internet.

 

On December 1, 2012, we entered into a consulting agreement with the sole director of our company, Yasmeen Savji. Pursuant to the agreement, Yasmeen Savji will provide consulting services for our company from December 1, 2012 to November 30, 2013 for consideration of $2,500 per month. The consulting agreement was not renewed and on January 23, 2014 Ms. Savji resigned as our sole director and officer and Mr. Ben Ridding was appointed as president, secretary, treasurer and sole director

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Cash Requirements

 

We intend to begin our operations with the development of our website and then launch of our web service after alpha and beta testing. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:  

 

Estimated Expenses For the Next Twelve Month Period  

 

Legal and accounting fees		$	70,000
Website Development and Beta Testing		$	15,000
Technology Acquisition (Server and related equipment)		$	15,000
Marketing and advertising		$	10,000
Investor relations and capital raising		$	10,000
Management fees		$	10,000
Salaries and consulting fees		$	36,000
General and administrative expenses		$	45,000
Total		$	211,000

    

At present, our cash requirements for the next 12 months outweigh the funds available to maintain or develop our business. Of the $211,000 that we require for the next 12 months, we had $8,604 in cash as of March 31, 2014. In order to improve our liquidity, we intend to pursue additional equity or debt financing from private investors or possibly a registered public offering. Other than as set out below, we currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

 

 Results of Operations

 

Operating Expenses

 

Our operating expenses for the three and nine month periods ended March 31, 2014 and 2013, and for the period from November 23, 2011 (inception) to March 31, 2014 are outlined in the table below:

 

																		Cumulative
																		From
		Three				Three				Nine				Nine				November 23,
		Months				Months				Months				Months				2011
		Ended				Ended				Ended				Ended				(Inception) to
		March 31,				March 31,				March 31,				March 31,				March 31,
		2014				2013				2014				2013				2014
Revenues		$	0			$	0			$	0			$	0			$	0
Operating Expenses		$	17,403			$	21,441			$	57,331			$	51,760			$	129,162
Net Loss		$	(17,403	)		$	(21,441	)		$	(57,331	)		$	(51,760	)		$	(129,162	)

    

From our inception on November 23, 2011 to March 31, 2014, we did not have any operating revenues.

 

																		Cumulative
																		From
		Three				Three				Nine				Nine				November 23,
		Months				Months				Months				Months				2011
		Ended				Ended				Ended				Ended				(Inception) to
		March 31,				March 31,				March 31,				March 31,				March 31,
		2014				2013				2014				2013				2014
Bank charges		$	(2	)		$	69			$	19			$	232			$	498
Foreign exchange (gain) loss		$	(201	)		$	61			$	(291	)		$	774			$	(11	)
General and administrative		$	–			$	–			$	–			$	–			$	2,200
Interest expense		$	443			$	–			$	973			$	–			$	973
Professional fees		$	14,249			$	6,458			$	24,810			$	30,912			$	63,879
Consulting fees		$	–			$	7,500			$	12,500			$	10,000			$	30,000
Transfer agent and filing fees		$	2,914			$	7,353			$	19,320			$	9,842			$	31,623

   

During the three months ended March 31, 2014, our company incurred operating expenses of $17,403 compared with $21,441 for the three months ended March 31, 2013. The decrease in operating expenses was attributed to decreases in consulting fees and transfer agent and filing fees. 

 

For the three months ended March 31, 2014, our company incurred a net loss of $17,403 or $0.00 loss per share compared with a net loss of $21,441 or $0.00 loss per share for the three months ended March 31, 2014.

 

During the nine months ended March 31, 2014, our company incurred operating expenses of $57,331 compared with $51,760 for the nine months ended March 31, 2013. The increase in operating expenses was attributed to increases in consulting fees and transfer agent and filing fees. 

 

For the nine months ended March 31, 2014, our company incurred a net loss of $57,331 or $0.00 loss per share compared with a net loss of $51,760 or $0.00 loss per share for the nine months ended March 31, 2013.

 

 Liquidity and Capital Resources

 

Working Capital          

 

		At				At
		December 31,				June 30,
		2014				2013
Current Assets		$	8,604			$	8,689
Current Liabilities		$	88,761			$	31,515
Working Capital		$	(80,157	)		$	(22,826	)

    

Cash Flows                  

 

										Cumulative
										From
										November 23,
		Nine Months				Nine Months				2011
		Ended				Ended				(Inception) to
		March 31,				March 31,				March 31,
		2014				2014				2014
Net Cash Provided by (Used in) Operating Activities		$	(19,930	)		$	(27,657	)		$	(60,246	)
Net Cash Provided by Financing Activities		$	19,845			$	0			$	19,845
Net Cash Provided by (Used In) Investing Activities		$	0			$	0			$	0
Net Increase (Decrease) In Cash During The Period		$	(85	)		$	(27,657	)		$	8,604

    

Cash Flow from Operating Activities 

 

During the nine months ended March 31, 2014, our company used $19,930 of cash for operating activities compared with the use of $27,657 during the nine months ended March 31, 2013. The reduction was due to the prior period having additional reporting and disclosure costs.

 

Cash Flow from Financing Activities

 

During the nine months ended March 31, 2014, our company received $19,845 from financing activities compared with $0 during the nine months ended March 31, 2013.

 

Working Capital

 

At March 31, 2014, our company had a cash balance and total assets of $8,604 compared with cash balance and total assets of $8,689 as at June 30, 2013. The decrease in cash and total assets were attributed to filing and reporting costs with accountants, lawyers, auditors, and EDGAR agents. 

 

As at March 31, 2014, our company had total liabilities of $88,761 compared with $31,515 as at June 30, 2013. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $6,971, related party payables of $12,500 and loans payable of 20,375. 

 

As at March 31, 2014, our company had a working capital deficit of $80,157 compared with a working capital deficit of $22,826 as at June 30, 2013.

 

 

 Going Concern

 

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As shown in the accompanying financial statements, our company incurred losses of $129,162 since its inception and has not yet produced revenues from operations. These factors raise substantial doubt about our company’s ability to continue as a going concern. 

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that our company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.

 

The ability of our company to continue as a going concern is dependent upon our company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

Critical Accounting Policies

 

Basis of Presentation

 

These consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. Our company’s fiscal year end is June 30.

 

Principal of Consolidation

 

The consolidated financial statements include the accounts of Quorum Corp. and our 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. 

 

 Financial Instruments

 

Our company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

 

Earnings (Loss) Per Share

 

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2014, our company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

 

Foreign Currency Translation

 

Our company’s planned operations will be in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to our company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, our company does not use derivative instruments to reduce our exposure to foreign currency risk. Our company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

 

Income Taxes

 

Our company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

Recent Accounting Pronouncements

 

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”.  This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies.  Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

 

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

 

 

Item 3.           Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

 

Item 4.           Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

 

Changes in Internal Control

 

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.           Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest. 

 

 

Item 1A.        Risk Factors

 

As a “smaller reporting company” we are not required to provide the information required by this Item.

 

 

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

 

None.

 

 

Item 3.           Defaults Upon Senior Securities

 

None.

 

 

Item 4.           Mine Safety Disclosures

 

Not applicable.

 

 

 

 

Item 5.           Other Information

 

On January 23, 2014, Ms. Yasmeen Savji resigned as sole director and officer of our company. Concurrently, on January 23, 2014, Mr. Ben Ridding was appointed as president, secretary, treasurer and sole director.

 

The resignation of Ms. Yasmeen Savji was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

 

Item 6.           Exhibits

 

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
(10)	Material Contracts
10.1
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

  

*      Filed herewith.

 

**   Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

 

 

 SIGNATURES

 

 

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

 

		QUORUM CORP.
Dated: May 15, 2014	By:	/s/ Ben Ridding
		Ben Ridding
		President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)