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 OCTOBER 31, 2014

OR  

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

 

For the transition period from to  

COMMISSION FILE NUMBER: 000-55027

 

TOA Carbon Fiber, Inc.

(Exact name of registrant as specified in its charter)

 

 

	Delaware	35-2511669
	(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification)
	1-1-36, Nishhiawaji, Higashiyodogawa-ku, Osaka, Japan	533-0031
	(Address of principal executive offices)	(Zip Code)

 

 

N/A

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

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 (Section 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

 

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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 [ ] Small reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [  ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 15, 2014: 20,000,000 shares of common stock.

 

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TABLE OF CONTENTS

TOA CARBON FIBER, INC.

 

INDEX

 

		Page
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS		4
Condensed Balance Sheets at October 31, 2014 (unaudited) and July 31, 2014		5
Condensed Statements of Operations for the Three Months ended October 31, 2014  (unaudited) and October 31, 2014 (unaudited)		6
Condensed Statements of Cash Flows for the Three Months ended October 31, 2014 (unaudited) and October 31, 2013 (unaudited)		7
Notes to  Condensed Financial Statements		8
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		9
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4 CONTROLS AND PROCEDURES.		10
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS		10
ITEM 1A RISK FACTORS		10
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		10
ITEM 3 DEFAULTS UPON SENIOR SECURITIES		10
ITEM 4 MINE SAFETY DISCLOSURES		11
ITEM 5 OTHER INFORMATION		11
ITEM 6 EXHIBITS		11
SIGNATURES		11

 

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PART I-FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

 

TOA CARBON FIBER, INC.
BALANCE SHEETS
(UNAUDITED)
			As of		As of
			October 31, 2014		July 31, 2014
ASSETS
TOTAL ASSETS		$	-	$	-
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
	Accrued expenses	$	-	$	2,000
TOTAL CURRENT LIABILITIES		$	-	$	2,000
TOTAL LIABILITIES		$	-	$	2,000
Shareholders’ Equity (Deficit)
	Preferred stock ($.0001 par value, 20,000,000 shares authorized,
	none issued and outstanding
	as of October 31, 2014 and July 31, 2014)	$	-	$	-
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	20,000,000 shares issued and outstanding
	as of October 31, 2014 and July 31, 2014)	$	2,000	$	2,000
Additional paid-in capital		$	5,544	$	3,544
Accumulated Deficit		$	(7,544)	$	(7,544)
TOTAL SHAREHOLDERS' EQUITY		$	-	$	(2,000)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	-	$	-
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA CARBON FIBER, INC.
STATEMENT OF OPERATION
(UNAUDITED)
			Three months		Three months
			Ended		Ended
			October 31, 2014		October 31, 2013
Revenues		$	-	$	-
Cost of revenues			-		-
Gross profit		$	-	$	-
General and Administrative Expenses
	General and administrative expenses		-		-
	Share-based Expenses		-		-
	Professional fees		-		250
Total Expenses		$	-		250
NET INCOME (LOSS) BEFORE TAXES		$	-	$	(250)
Income Tax Expenses		$	-	$	-
NET INCOME (LOSS)		$	-	$	(250)
WEIGHTED AVERAGE SHARES OUTSTANDING			20,000,000		20,000,000
NET INCOME(LOSS) PER SHARE		$	(0.00)	$	(0.00)
The accompanying notes are an integral part of these unaudited financial statements

 

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TOA CARBON FIBER, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
			Three months		Three months
			Ended		Ended
			October 31, 2014		October 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	-	$	(250)
	Adjustments to reconcile net income (loss ) to net cash
	Changes in operating assets and liabilities:
	Prepaid expenses		-		2,000
	Accrued expenses		-		(1,750)
	Net cash provided by (used in) operating activities	$	-	$	-
Cash and cash equivalents - beginning of period			-		-
Cash and cash equivalents - end of period			-		-
NONCASH INVESTING AND FINANCING ACTIVITIES
	Contribution to capital by related party for write-off of accrued expenses		2,000		-
SUPPLEMENTAL INFORMATION
Interest paid			-		-
Income taxes paid			-		-
The accompanying notes are an integral part of these unaudited financial statements.

 

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TOA CARBON FIBER, INC.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS  

 

TOA CARBON FIBER, Inc. (the “Company”), was incorporated under the laws of the State of Delaware on July 22, 2013, with an objective to acquire, or merge with, an operating business. As of October 31, 2014, the Company had not yet commenced any operations.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended July 31, 2014 and notes thereto.

 

The results of operations for the three months period ended October 31, 2014 are not necessarily indicative of the results for the full fiscal year ending July 31, 2015.

 

NOTE 3 - GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a development stage company and has few current revenue sources. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 4 - RELATED-PARTY TRANSACTIONS

 

At October 31, 2014, $2,000 owed to an officer was forgiven and written off to additional paid in capital as a contribution.

 

NOTE 5 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

 

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

PLAN OF OPERATION

 

The Company will attempt 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 (the “business combination”). 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 business.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

 

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

 

LIQUIDITY

 

We have no known demands or commitments and are not aware of any events or uncertainties as of October 31, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

CAPITAL RESOURCES

 

We had no material commitments for capital expenditures as of October 31, 2014 and July 31, 2014.

 

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OFF-BALANCE SHEET ARRANGEMENTS

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

CRITICAL ACCOUNTING POLICIES

 

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company 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 evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2014. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

 

Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. 

 

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended October 31, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A

RISK FACTORS

 

As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On July 6, 2014, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Wealth Acquisition, Inc., entered into a Share Purchase Agreement with Hajime Abe, C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa- ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares.

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

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ITEM 4	MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5

OTHER INFORMATION

None.

 

ITEM 6

EXHIBITS

 

(a)	Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
3.1		Certificate of Incorporation (1)
3.2		By-laws. (1)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
31.2		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
32.2		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

 

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 22, 2013, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

SIGNATURES

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

 

TOA Carbon Fiber Inc.

(Registrant)

 

By: /s/ Atsushi Sumida

Atsushi Sumida, CEO

Dated: December 15, 2014

 

By: /s/ Hajime Abe 

Hajime Abe, Secretary, Treasurer, Chief Financial Officer, Director

Dated: December 15, 2014 

 

 

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