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 JANUARY 31, 2015

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: 000-55025

GOP & CO2, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		47-1721833
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Chemin du Molard 10, 1196 Gland, Switzerland		1196
(Address of principal executive offices)		(Zip Code)

 

GO PUBLIC I, INC.

(Former name 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		[  ] (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).

[X ]Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 17, 2015: 20,000,000 shares of common stock.

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TABLE OF CONTENTS 

 

GOP & CO2, INC. 

f/k/a Go Public I, INC.

INDEX 

 

PART I-FINANCIAL INFORMATION

ITEM 1		FINANCIAL STATEMENTS		4
Condensed Balance Sheets at January 31, 2015 (unaudited) and July 31, 2014				4
Condensed Statements of Operations for the Three Months ended January 31, 2015, January 31, 2014 and Six Months ended January 31, 2015, and January 31, 2014 (unaudited)				5
Condensed Statements of Changes in Stockholder (Deficit) through January 31, 2015				6
Condensed Statements of Cash Flows for the Six Months ended January 31, 2015 and 2014 (unaudited)				7
Notes to Condensed Unaudited Financial Statements				8
ITEM 2		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10
ITEM 3		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		11
ITEM 4		CONTROLS AND PROCEDURES		11
PART II-OTHER INFORMATION
ITEM 1		LEGAL PROCEEDINGS		11
ITEM 1A		RISK FACTORS
ITEM 2		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		11
ITEM 3		DEFAULTS UPON SENIOR SECURITIES		11
ITEM 4		MINE SAFETY DISCLOSURES		12
ITEM 5		OTHER INFORMATION		12
ITEM 6		EXHIBITS		12
SIGNATURES				12

 

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PART I-FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

 

GOP & CO2, INC. 

f/k/a Go Public I, INC.

CONDENSED BALANCE SHEETS 

 

		As of January 31, 2015 (unaudited)				As of July 31, 2014 (audited)
ASSETS
Current Assets
Total Current Assets			-				-
TOTAL ASSETS		$	-			$	-
LIABILITIES & STOCKHOLDER EQUITY (DEFICIT)
Current Liabilities
Accrued expenses			3,500				2,000
Total Current Liabilities			3,500				2,000
TOTAL LIABILITIES			3,500				2,000
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity (Deficit)
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)			-				-
Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of January 31, 2015 and July 31, 2014)			2,000				2,000
Additional Paid in Capital			8,306				3,544
Accumulated Deficit			(13,806)				(7,544)
Total Stockholder  (Deficit)			(3,500)				(2,000)
TOTAL LIABILITIES & STOCKHOLDER (DEFICIT)		$	-			$	-

See Accompanying Notes to Unaudited Condensed Financial Statements

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GOP & CO2, INC. 

f/k/a Go Public I, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended January 31, 2015			Three Months Ended January 31, 2014			Six Months Ended January 31, 2015			Six Months Ended January 31, 2014
Revenues	$	—		$	—		$	—		$	—
Total Revenues		—			—			—			—
General & Administrative Expenses	$	762		$			$	762		$
Share- based Expenses		—			—			—			—
Organization and Related Expenses		—			—			—			—
Professional fees	$	4,500		$	500		$	5,500		$	750
Total General & Administrative Expenses	$	5,262		$	500		$	6,262		$	750
Net Loss	$	(5,262)		$	(500)		$	(6,262)		$	(750)
Basic and Diluted Loss Per Share	$	(0.00)		$	(0.00)		$	(0.00)		$	(0.00)
Weighted average number of common shares outstanding		20,000,000			20,000,000			20,000,000			20,000,000

 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

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GOP & CO2, INC. 

f/k/a Go Public I, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER (DEFICIT)

 

		Common Stock				Amount				Additional Paid-In Capital				Accumulated Deficit			Total
July 22, 2013— Shares issued for services rendered at $.0001 per share, July 29, 2013			20,000,000			$	2,000			$	—			$	—		$	2,000
Net loss for the period from July 22, 2013 through July 31, 2014			—				—				—				(4,244)			(4,244)
Balance July 31, 2013 (audited)			20,000,000				2,000				—				(4,244)			(2,244)
Net loss for the period from August 1, 2013 through July  31, 2014			—				—				—				(3,300)			(3,300)
Contributed expenses			—				—				3,544				—			3,544
Balance July 31, 2014 (audited)			20,000,000				2,000				3,544				(7,544)			(2,000)
Net loss for the period from August 1, 2014 through October 31, 2014			—				—				—				(1,000)			(1,000)
Contributed expenses			—				—				2,000				—			2,000
Net loss for the period from November 1, 2014 though January 31, 2015 (unaudited)			—				—				—				(5,262)			(5,262)
Contributed expenses			—				—				762				—			762
Balance January 31, 2015			20,000,000				2,000				8,306				(13,806)			(3,500)

See Accompanying Notes to Unaudited Condensed Financial Statements

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GOP & CO2, INC. 

f/k/a Go Public I, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Six Months Ended January 31, 2015		For the Six Months Ended January 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(6,262)		$	(750)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Expenses contributed to capital	$	4,762		$	—
Changes in current assets and liabilities:
Prepaid expenses	$	—		$	2,000
Accounts payable-Related party	$	—		$	250
Accrued expenses	$	1,500		$	(1,500)
Net cash provided by (used in) operating activities		—			—
NONCASH FINANCING AND INVESTING INFORMATION:
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

See Accompanying Notes to Unaudited Condensed Financial Statements

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GOP & CO2, INC. 

f/k/a Go Public I, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2015

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

GOP & CO2,Inc. (F/K/A/ Go Public I, 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 January 31, 2015 the Company had not yet commenced operations.

Note 2 - Significant Accounting Policies 

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended July 31, 2014 and notes thereto.

 

The results of operations for the six month period ended January 31, 2015 are not necessarily indicative of the results for the full fiscal year ending July 31, 2015.

 

SHELL COMPANY STATUS.

 

We are considered a shell company as defined in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act defines a “shell company” as a registrant that has “nominal operations” and “assets consisting solely of cash and cash equivalents and nominal other assets.” Our shell company status prevents investor from reselling our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We caution investors as to the highly illiquid nature of an investment in our shares.

Use of estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year end.

The Company elected July 31st as its fiscal year ending date.

Cash AND CASH equivalents.

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $0 at January 31, 2015 and July 31, 2014.

CASH FLOWS REPORTING.

 

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

 

COMMITMENTS AND CONTINGENCIES.

 

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments nor contingencies as of January 31, 2015 and July 31, 2014.

EARNINGS (LOSS) PER SHARE. 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of January 31, 2015.

FINANCIAL INSTRUMENTS. 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Income taxes.

The Company accounts for income taxes under ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized at January 31, 2015 or July 31, 2014.

 

RELATED PARTY TRANSACTIONS.

 

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

SHARE-BASED EXPENSE.

 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the six months ended January 31, 2015 and 2014 was $0 and $0, respectively.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required. At this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

 

In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. At this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

 

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.

 

In June 2014, the FAAB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement In July 2014. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.

 

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 has no current revenue sources. The Company’s management plans to engage in activities related to seeking a target acquisition. Because  the Company has no legally binding agreements relating to any commitment between the Company and any party to loan the Company funds the Company may have to substantially curtail or terminate its operations, which are directly related to maintaining registration status.

NOTE 4 - INCOME TAXES

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of January 31, 2015 and 2014, the Company has incurred net losses of approximately $13,800 and $5,000. . NOLs begin expiring in 2033. The loss results in a deferred tax asset of approximately $4,800 at the effective statutory rate of 35%. The deferred tax asset has been off-set by an equal valuation allowance.

 

		January 31,
		2015			2014
Deferred tax asset, generated from net operating loss at statutory rates		$	4800		$	1,750
Valuation allowance			(4,800)			(1,750)
		$	—		$	—

 

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

 

Federal income tax rate			35.0	%
Increase in valuation allowance			(35.0	%)
Effective income tax rate			0.0	%

 

NOTE 5 - STOCKHOLDER’S EQUITY

The capitalization of the Company consists of the following classes of capital stock as of January 31, 2015:

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001.

Shares shall be issuable in one or more classes and one or more series within classes. The Board of Directors will determine as necessary voting powers, designations, preferences, limitations and restrictions.

There were no shares of preferred stock issued and outstanding at January 31, 2015.

Common Stock

The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of restricted common stock issued and outstanding at January 31, 2015.

Holders of shares of common stock are entitled to cast one vote for each share held at all stockholder meetings and for all purposes, including election of directors, Common stock does not having cumulative voting rights.

On July 29, 2013, the Board of Directors issued 20,000,000 shares of common stock, valued at $2,000 to the founding shareholder in exchange for services rendered that included developing the Company’s business concept and plan.

NOTE 6 - RELATED-PARTY TRANSACTIONS

 

Additional paid in capital

 

During the periods ended January 31, 2015 and 2014 our sole officer and director funded operating expenses by contributing additional paid in capital in the amounts of $4,762 and $0.

 

Total amounts contributed at January 31, 2015 and 2014 totaled $8,306. (Note 5)

 

Other

 

We neither rent nor own any properties. We currently have no policies or agreements with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

NOTE 7 - 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 to the financial statements.

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ITEM 2

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

 

In September 2014 after the change in control from Thomas DeNunzio to Jean-Francois St. Laurent, the former sole director and officer, Thomas DeNunzio, resigned. The resignation was pursuant to the share purchase agreement and was not the result of any disagreement with us on any matter relating to our operations, policies or practices. Jean-Francois St. Laurent is the controlling shareholder and is also our sole officer and director.

 

In December 2014 the Certificate of Incorporation was amended to change the name of the entity from Go Public I, Inc. to GOP & CO2, Inc. 

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report of GOP & CO2, Inc. (F/K/A Go Public I, Inc.) on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

 

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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.

 

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

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.

RESULTS OF OPERATIONS

 

For the three months ended January 31, 2015, as compared to the three months ended January 31, 2014:

We had no revenue in either three month period.

Our operating expenses were $5,262 and $500 for three months ended January 31, 2015 and 2014. Expenses were primarily comprised of professional fees and the increase was attributable to increased audit and review fees and new accounting and consulting fees.

Our net losses were also 5,262 and $500 for the three months ended January 31, 2015 and 2014.

For the six months ended January 31, 2015, as compared to the six months ended January 31, 2014:

We had no revenue in either six month period.

Our operating expenses were $6,262 and $750 for the six months ended January 31, 2015 and 2014. Expenses were primarily comprised of professional fees and the increase was attributable to increased audit and review fees and new accounting and consulting fees. 

 

Our net losses were also $6,262 and $750 for the six months ended January 31, 2015 and 2014.

LIQUIDITY AND CAPITAL RESOURCES

 

We have no known demands or commitments and are not aware of any events or uncertainties as of January 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

We had no material commitments for capital expenditures as of January 31, 2015 and July 31, 2014.

 

As of January 31, 2015 we had no cash and no assets. Our current liabilities totaled $3,500 and expect related party advances or contributions to capital to fund these and future operating expenses.

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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.

 

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

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer (PEO) who is also our Principal Financial Officer (PFO), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our PEO/PFO carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our PEO/PFO has concluded that our disclosure controls and procedures were not effective as January 31, 2015.

 

Material weaknesses noted were: lack of a functioning audit committee due to a lack of majority of independent members ; 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; ineffective controls over period end financial disclosure and reporting processes; ineffective oversight of the entity’s financial reporting and internal control by those charged with governance; lack of a transfer agent; management is dominated by a single individual/small group without adequate compensating controls; and, failure by management or those charged with governance to correct previously communicated deficiencies or conclude that they will not be corrected.

 

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 January 31, 2015 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

None.

 

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, as filed with the Delaware Secretary of State on July 22, 2013. (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, with respect to the registrant’s report on Form 10-Q for the quarter ended January 31, 2015. (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)
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 prospectus 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.

 

GOP & CO2, Inc.

(Registrant)

 

By: /s/ Jean-Francois St. Laurent

Principal Executive Officer

Principal Financial Officer

Dated: March 17, 2015

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