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EXCEL - IDEA: XBRL DOCUMENT - MAKINGORG, INC. | Financial_Report.xls |
EX-32 - CERTIFICATION - MAKINGORG, INC. | drimex_ex32.htm |
EX-31 - CERTIFICATION - MAKINGORG, INC. | drimex_ex31.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q /A
Mark One
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
¨ 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. 333-186510
DRIMEX INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
3751 |
EIN 39-2079723 |
||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
311 S Division Street
Carson City, NV 89703
(702) 425-5072
(Address and telephone number of principal executive offices)
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). Yesx 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 x
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 August 6, 2014 |
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Common Stock: $0.001 |
|
5,905,000 |
PART 1 FINANCIAL INFORMATION |
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Item 1 |
Financial Statements (Unaudited) |
4 |
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Balance Sheets |
4 |
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Statements of Operations |
5 |
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Statements of Cash Flows |
6 |
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Notes to Financial Statements |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
9 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
11 |
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Item 4. |
Controls and Procedures |
11 |
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PART II. OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
12 |
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Item 3 |
Defaults Upon Senior Securities |
12 |
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Item 4 |
Mine safety disclosures |
12 |
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Item 5 |
Other Information |
12 |
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Item 6 |
Exhibits |
13 |
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Signatures |
14 |
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EXPLANATORY NOTE
We are filing this Amendment to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 to amend and restate the Quarterly Report filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2014. The Form 10-Q filed on August 5, 2014 was not authorized to be filed by the chief executive and chief financial officer. Accordingly, for convenience and ease of reference, this Amendment amends and restates the entire previous Form 10-Q filing.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DRIMEX INC.
BALANCE SHEETS
(Unaudited)
June 30, 2014 |
December 31, 2013 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ |
1,770 |
$ |
7,850 |
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Total Assets |
$ |
1,770 |
$ |
7,850 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Liabilities |
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Current Liabilities |
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Accrued expenses |
1,500 |
- |
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Loan from director |
2,835 |
2,900 |
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Total Liabilities |
4,335 |
2,900 |
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Stockholders’ Equity (Deficit) |
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Common stock, par value $0.001; 75,000,000 shares authorized, 5,905,000 and 5,905,000 shares issued and outstanding, respectively |
5,905 |
5,905 |
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Additional paid-in capital |
17,195 |
17,195 |
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Accumulated deficit |
(25,665 |
) |
(18,150 |
) |
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Total Stockholders’ Equity (deficit) |
(2,565 |
) |
4,950 |
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Total Liabilities and Stockholders’ Equity (Deficit) |
$ |
1,770 |
$ |
7,850 |
See accompanying notes to unaudited financial statements.
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DRIMEX INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended June 30, 2014 | For the three months ended June 30, 2013 | For the six months ended June 30, 2014 | For the six months ended June 30, 2013 | |||||||||||||
REVENUES |
||||||||||||||||
Consulting fees |
$ |
- |
$ |
- |
$ |
- |
$ |
2,000 |
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OPERATING EXPENSES |
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Bank fees |
42 |
41 |
90 |
113 |
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Business licenses and permits |
- |
- |
189 |
500 |
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Miscellaneous expense |
- |
- |
36 |
- |
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Professional fees |
3,000 |
2,330 |
7,200 |
8,684 |
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TOTAL OPERATING EXPENSES |
3,042 |
2,371 |
7,515 |
9,297 |
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NET LOSS |
$ |
(3,042 |
) |
$ |
(2,371 |
) |
$ |
(7,515 |
) |
$ |
(7,297 |
) |
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NET LOSS PER SHARE: BASIC AND DILUTED |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
5,905,000 |
5,000,000 |
5,905,000 |
5,000,000 |
See accompanying notes to unaudited financial statements.
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DRIMEX INC.
STATEMENT OF CASH FLOWS
(Unaudited)
For the six months ended June 30, 2014 | For the six months ended June 30, 2013 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ |
(7,515 |
) |
$ |
(7,297 |
) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in assets and liabilities: |
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Accrued expenses |
1,500 |
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CASH FLOWS USED IN OPERATING ACTIVITIES |
(6,015 |
) |
(7,297 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Loans from director |
5 |
2,800 |
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Loan repayment |
(70 |
) |
- |
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
(65 |
) |
2,800 |
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NET INCREASE IN CASH |
(6,080 |
) |
(4,497 |
) |
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Cash, beginning of period |
7,850 |
5,068 |
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Cash, end of period |
$ |
1,770 |
$ |
571 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest paid |
$ |
- |
$ |
- |
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Income taxes paid |
$ |
- |
$ |
- |
See accompanying notes to unaudited financial statements.
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DRIMEX INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2014
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Drimex Inc. was incorporated under the laws of the State of Nevada on August 10, 2012. We are a company previously in the power sports business.
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted.
During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.
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NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company had no revenues as of June 30, 2014. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – LOAN FROM DIRECTOR
On September 14, 2012, director loaned $100 to open bank account. In May and September 2013, director loaned $ 2,800 for business operations. During the six months ended June 30, 2014, the Company repaid $70 to the director on these loans. These loans are unsecured, non-interest bearing and due on demand.
The balance due to the director was $2,905 as of June 30, 2014.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
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 5 – SUBSEQUENT EVENTS
Effective July 29, 2014, in connection with the acquisition of 5,000,000 shares from the previous officer and director of the Company, Mrs. Juanzi Cui was appointed President, Chief Executive Officer, Chief Financial Officer and sole director of the Company. The former officer and director released the Company from any and all obligations owed to him.
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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
Plan of Operation
Juanzi Cui, who took control of the Company July 29, 2014, intends to have the Company open a line of organic food stores or stores-in-stores within the Asian communities in the United States. This transaction will occur when the requisite approvals and authorizations, if any, are obtained, and the appropriate disclosure is filed with the Securities and Exchange Commission.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements.
For the three months e nded June 30, 2013 and June 30, 2014
Revenues
The Company did not generate any revenues during the three months ended June 30, 2014 and June 30, 2013.
Total operating expenses
For the three months ended June 30, 2014, total operating expenses were $3,042, which included bank fees of $42 and professional fees of $3,000. During the three months period ended June 30, 2013, total operating expenses was $2,371, consisting of bank fees of $41 and professional fees of $2,330.
Net loss
Our net loss for the three months periods ended June 30, 2013 and 2014 was $2,371 and $3,042, respectively.
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For the six months ended June 30, 2013 and June 30, 2014
Revenues
The Company is in its development stage and did not generate any revenues during the six months ended June 30, 2014 and June 30, 2013.
Total operating expenses
For the six months ended June 30, 2014, total operating expenses were $7,515, which included professional fees in the amount of $7,200, business licenses of $189, bank fees of $90, and miscellaneous expenses of $36. For the six months ended June 30, 2013, total operating expenses were $9,297, which included professional fees in the amount of $8,684 and general and administrative expenses of $613. Professional fees were higher during the six months ended June 30, 2013 compared to June 30, 2014 primarily due to additional securities filings during this period.
Net loss
For the six months ended June 30, 2014, the Company had a net loss of $7,515, as compared to a net loss for the six months ended June 30, 2013 of $7,297.
Liquidity and Capital Resources
As at June 30, 2014, our total assets were $1,770 compared to $7,850 in total assets at December 31, 2013. Total assets were comprised of cash and cash equivalents only. As of June 30, 2014, our current liabilities were $4,335. Stockholders’ deficit was $ 2,565 as of June 30, 2014 compared to current liabilities of $2,900 and stockholders' equity of $4,950 as of December 31, 2013. The Company believes that it will require $50,000 for the next twelve months and its current cash is insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company. Other than the oral agreement of Mrs. Cui, our sole officer and director and majority stockholder, to lend the Company funds, the Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six months period ended June 30, 2013, net cash flows used in operating activities was $(7,297). For the six months period ended June 30, 2014, net cash flows used in operating activities was $(6,015).
Cash Flows from Investing Activities
For the six months period ended June 30, 2013 and 2014, the Company have not generated any cash flow.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the six months period ended June 30, 2014, cash flow for financing activities was $(65). For the six months period ended June 30, 2013, cash flow for financing activities was $2,800.
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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 Company had no revenues and incurred a net loss of $3,042 for the quarter ended June 30, 2014. This factor raises substantial doubt about the Company's ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Our financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern .
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of June 30, 2014. Based on this evaluation, our principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2014 to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
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 1A. RISK FACTORS
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent sales of unregistered securities
None
Purchases of equity securities by the issuer and affiliated purchasers.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibits:
31 |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act |
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32 |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
101.INS |
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XBRL Instance Document |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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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.
Drimex Inc. | |||
Dated: August 8, 2014 | By | /s/ Juanzi Cui | |
Name: | Juanzi Cui | ||
President, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer) |
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