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: February 28, 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:  000-55245

ILoadApp

(Exact name of registrant as specified in its charter)

Nevada			46-2895756
(State or Other Jurisdiction			(I.R.S. Employer
of Incorporation or Organization)			Identification No.)
	190/1 Alba Iulia St., Chisinau, Moldova				MD2071
	(Address of principal executive offices)				(Zip Code)

 

373-6923-1658

(Registrant’s telephone number, including area code)

 

WITH COPIES OF ALL CORRESPONDENCE TO:

 

Thomas C. Cook, Esq.

Law Offices of Thomas C. Cook, Ltd.

8250 W. Charleston Blvd., Suite 120

Las Vegas, NV 89117

Phone: (702) 242-0099

Fax: (702) 242-0241

 

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 þ No o

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Not Applicable

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company, defined in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller Reporting Company þ
(Do not check if a smaller reporting company

 

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

 

There were 29,000,000 shares of Common Stock outstanding as of April 9, 2015.

 

 

 

 

 

Table of Contents

EnzymeBioSystems

Index to Form 10-Q

For the Quarterly Period Ended February 28, 2015

 

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Unaudited Interim Balance Sheets as of February 28, 2015 and May 31, 2014	3
	Unaudited Condensed Interim Statement of Operations for the three and nine months ended February 28, 2015 and February 28, 2014	4
	Unaudited Condensed Interim Statements of Cash Flows for the nine months ended February 28, 2015 and February 28, 2014	5
	Notes to the Condensed Interim Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16
ITEM 4T.	Controls and Procedures	16
PART II	Other Information	20
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3.	Defaults Upon Senior Securities	20
ITEM 4.	Submission of Matters to a Vote of Security Holders	20
ITEM 5..	Other Information	20
ITEM 6.	Exhibits	21
	SIGNATURES	22

 

 

 

 

2

 

 

 

 

Part I. Financial Information

Item 1. Financial Statements

ILoadApp

Balance Sheets

(Unaudited)

 

			February 28, 2015		May 31, 2014
		ASSETS
Current assets:
	Cash and cash equivalents		$                 9,000		$                 4,000
	Prepaid expense		-		20,000
		Total current assets	9,000		24,000
TOTAL ASSETS			$                 9,000		$               24,000
		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accrued expense		$                 3,000		$                 3,500
		Total current liabilities	3,000		3,500
Stockholders' equity:
	Series A preferred stock, $0.001 par value, 5,000,000 shares		-		-
		authorized, none issued and outstanding
	Series B preferred stock, $0.001 par value, 5,000,000 shares
		authorized, none issued and outstanding
	Series C preferred stock, $0.001 par value, 5,000,000 shares
		authorized, none issued and outstanding
	Common stock, $0.001 par value, 185,000,000 shares		29,000		28,000
		authorized, 29,000,000, 28,000,000 issued and outstanding as of 2/28/2015 and 5/31/2014, respectively
	Additional paid-in capital		9,000		-
	Accumulated (deficit)		(32,000)		(7,500)
		Total stockholders' equity	6,000		20,500
TOTAL LIABILITIES AND STOCKHOLDERS'
	EQUITY		$                 9,000		$               24,000

 

 

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

 

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ILoadApp

Statements of Operations

(Unaudited)

 

			For the three months ended February 28, 2015		For the three months ended February 28, 2014		For the nine months ended February 28, 2015		For the nine months ended February 28, 2014
Revenue			$                  -		$                 -		$               -		$                -
Operating expenses:
	Audit fees		1,500		-		4,500		-
	General & administrative		-		-		20,000		-
		Total expenses	1,500		-		24,500		-
Loss from operations			(1,500)		-		(24,500)		-
Net (Loss)			$      (1,500)		$               -		$  (24,500)		$              -
Weighted average number of common			29,000,000		28,000,000		29,000,000		28,000,000
	shares outstanding- basic
Net loss per share			$(0.00)		$0.00		$(0.00)		$0.00

 

 

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

 

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ILoadApp

Statements of Cash Flows

(Unaudited)

 

			For the nine months ended February 28, 2015		For the nine months ended February 28, 2014
OPERATING ACTIVITIES
Net loss			$           (24,500)		$             (3,500)
Adjustment to reconcile net loss to net cash
	used by operating activities:
	Changes in operating assets and liabilities:
		Accounts payable	1,500		-
		Accrued expense	(2,000)		-
		Prepaid expense	20,000		-
Cash (used) by operating activities			(5,000)		(3,500)
FINANCING ACTIVITIES
Sale of common stock			10,000		-
Contributed capital			-		-
Net cash provided by financing activities			10,000		-
NET INCREASE IN CASH			5,000		(3,500)
CASH - BEGINNING OF THE PERIOD			4,000		7,500
CASH - END OF THE PERIOD			$               9,000		$               4,000
SUPPLEMENTAL DISCLOSURES:
Interest paid			-		-
Income taxes paid			-		-

 

 

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

 

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ILoadApp

Notes to the Condensed Interim Financial Statements

February 28, 2015

(Unaudited)

 

 

NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 28, 2015 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 2014 audited financial statements. The results of operations for the period ended February 28, 2015 are not necessarily indicative of the operating results for the full year.

 

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. Preparing financial statements requires management to make estimates and assumptions the affect the reported amounts of assets, liabilities, revenue and expenses. Actual results and outcomes may differ from management's estimates and assumptions.

 

 

NOTE 2 - GOING CONCERN

 

These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of February 28, 2015, the Company has not recognized any revenues and has accumulated operating losses of approximately $55,000 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

 

6

 

 

 

ILoadApp

Notes to the Condensed Interim Financial Statements

February 28, 2015

(Unaudited)

 

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

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

 

Recent Accounting Pronouncements

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

 

NOTE 5 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from February 28, 2015 through the date the financial statements are issued, and has determined that no such events have occurred.

 

 

 

 

 

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

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2014.

 

History and Organization

 

We were incorporated on May 22, 2013 as ILoadApp, a Nevada corporation. We consider ourselves to be a shell company. Activities to date have been limited primarily to organization, initial capitalization, establishing administrative offices in Chisinau Moldova.

 

We have purchased our website, www.iloadapp.com. Our plan of operation is to design and sell mobile educational applications for smart phones and other mobile platforms such as tablets. Our initial product launch will be directed towards teaching English as a Second language directed towards adult and early child development.

 

 

8

 

 

 

 

 

Business of Issuer

 

ILoadApps is an emerging growth company. We plan to develop, design, market and sell mobile apps for smart phones and other mobile platforms such as tablets.

 

We have no revenues, we have achieved losses since inception, we have limited operations, and we have been issued a going concern opinion by our auditors and currently rely upon the sale of our securities to fund operations.

 

 

Our Business

 

We are engaged in the business of designing and selling mobile applications for smart phones and other mobile platforms such as tablets. Management is currently working on the development of an app for education/early child development, to teach the English alphabet utilizing visual aids in a game setting environment. There are no assurances that that we can successfully design an app that will be marketable or ever have potential users.

 

A mobile application (“mobile app”) is a software application designed to run on smartphones, tablet computers and other mobile devices. They are usually downloaded from the platform to a target device, such as an iPhone, BlackBerry, Android phone or Windows Phone, but sometimes they can be downloaded to laptops or desktops. For apps with a price, generally a percentage, 20-30%, goes to the distribution provider (such as iTunes), and the rest goes to the producer of the app.

 

Mobile apps were originally offered for general productivity and information retrieval, including email, calendar, contacts, and stock market and weather information. However, public demand and the availability of developer tools drove expansion into other categories, such as mobile games, factory automation, GPS and location-based services, banking, order-tracking, and ticket purchases. The popularity of mobile applications has continued to rise, as their usage has become increasingly prevalent across mobile phone users.

 

Researchers found that usage of mobile applications strongly correlates with user context and depends on user's location and time of the day.

 

Development of Apps

 

Developing application software for mobile devices requires considering the constrains of these devices. Mobile devices run on battery and have less powerful processors than personal computers. Developers also have to consider a lengthy array of screen sizes, hardware specifications and configurations because of intense competition in mobile software and changes within each of the platforms.

 

 

 

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Management views the steps to create an App include: 1) Researching the idea as to the type of app to design and develop; 2) Understanding who will be the users of the app, so the app can be designed to meet the users needs; 3) collecting the tools, resources and information required to build the app; 4) Designing the app itself, where it functions and features are operational; 5) Code the app, where it cannot be copied or mass produced by a third party; 6) Ask friends to test the app, to determine if it has any glitches.

 

During the development process, we have completed our research and determined we want to develop and app to teach the English alphabet utilizing visual aides in a game setting environment. We plan to market this app towards children and adults in Eastern Europe who want to learn English. We are now at the stage where we have begun our initial writing, design and programming of our first mobile app. We are presently marketing a product, through our website and the Google App store, which can be found at: https://play.google.com/store/apps/details?id=com.iloadapp.abcmagicworld. The app can be purchased for $1.99.

 

Educational App

 

As individuals continue to utilize mobile devices for their information, education and entertainment from traditional media sources such as the personal computers and print publications, the opportunity to reach more consumers with a wider range of digitally enhanced multi-media tools is possible.

 

Our initial product launch will be directed towards education/early child development, such as learning the English alphabet utilizing visual aides in a game setting environment. Our target audience are Eastern Europeans who want to learn English as a second language and the parents of preschool and kindergarten children who want their children to learn English alphabet. The app will direct its audience to pictures of the letters, and lead them into a game where they can work on letter recognition.

 

Recognizing and matching letters to their sounds builds basic reading skills. Learning the letters and sounds of the English alphabet creates the foundational skills needed for understanding the written language. Children who are learning to read first need to recognize, name, and connect their letters to sounds. Then they can begin to decode each individual sound.

 

A separate app will be designed for our target audience, where can work on telling the difference between vowels and consonants. The apps can improve their dictionary and encyclopedia skills by putting words in alphabetical order. After our target audience has mastered the alphabet, we plan to develop an app for spelling games, root words games, and even work on learning better vocabulary and writing skills. Management believes learning language arts can be easier when students have an interesting and challenging way of learning through the use of a game app.

 

Company’s website

 

The Company’s website (www.ILoadApp.com) is the vehicle for interested parties to obtain information about our apps and can purchase our apps using Paypal.  Company is currently using its website to market its app(s).

 

 

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Marketing Strategy

 

Management is currently in communication with the Apple’s App Store, Google Play, the Windows Phone Store and BlackBerry World to make their apps available through this media. Each of these four stores represents a different market proposition for app developers, and remains the primary outlet to reach users on the platforms they serve. Management has established a price from $1.00 to $2.00 per app.

 

Competition

 

The development, distribution and sale of apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, and new technologies. There are multitude of language learning apps available in the marketplace. We will be competing against Babbel, Duolingo, Busuu, 50 languages.com, who all offer language app learning courses. For end users, we will compete primarily on the basis of quality, brand, customer reviews and price. We intend to differentiate ourselves from our competitors by developing an English language learning app directed toward Eastern European users. We perceive our app will offer explanations in Eastern European languages to explain how to use our app. We will compete for promotional placement with other intellectual property developers. We will also compete for experienced and talented employees.

 

Some of our competitors’ and our potential competitors’ advantages over us, either globally or in particular geographic markets, include the following:

 

·	significantly greater revenues and financial resources;

 

stronger brand and consumer recognition regionally or worldwide;

 

greater experience with the apps business model;

 

the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;

 

larger installed customer bases from related platforms such as games or social networking websites to which they can market and sell mobile games;

 

more substantial intellectual property of their own from which they can develop games without having to pay royalties;

 

lower labor and development costs and better overall economies of scale;

 

greater resources to make app acquisitions;

 

greater platform-specific focus, experience and expertise; and

 

broader global distribution and presence.

  

 

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Patents, Trademarks and Licenses

 

We rely or plan to rely on a combination of trademark, copyright, trade secret and patent laws, as well as confidentiality procedures and contractual provisions to protect our apps and the apps we might develop in the future. We currently have no pending patents nor trademarks.

 

From time-to-time, we expect that we may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary rights may not be sufficient or effective. Any significant impairment of its intellectual property rights could harm the existing business, the brand and reputation, and the ability of the business to compete on a going forward basis. Also, protecting our intellectual property rights could be costly and time consuming.

 

 

Need for Government Approval

 

We are not currently subject to direct regulation by any governmental agency, other than regulations applicable to businesses generally and laws or regulations directly applicable to Internet commerce. However, due to the increasing popularity and use of mobile applications, it is possible that a number of laws and regulations may become applicable to us or may be adopted in the future with respect to mobile applications covering issues such as:

 

·         user privacy;

 

·         taxation;

 

·         right to access personal data;

 

·         copyrights;

 

·         distribution; and

 

·         characteristics and quality of services.

 

The applicability of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, encryption, taxation, libel, export or import matters and personal privacy to mobile applications is uncertain. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.

 

 

 

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If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our apps, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

 

Properties

 

The Company owns no real property. Our corporate headquarters are located at: 190/1 Alba Iulia St., Chisinau in the country of Moldova, in an office building adjacent to the Kvint Palace Restaurant. This administrative office is being provided at no cost by the Officer of the Company. The Officer will not seek reimbursement for providing this administrative space. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.

 

 

 

 

 

 

 

 

 

 

 

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RESULTS OF OPERATIONS

 

For the quarter ending February 28, 2015, the Company recognized no revenues. For the for the quarter ending February 28, 2015, the Company incurred total operating expenses of $1,500, which consists of $1,500 in audit fees. This compares to total operating expenses of $0 for the same period last year. The net loss from operations for the quarter ending February 28, 2015 was $(1,500) or $(0.00) per common share basic and diluted, as compared to a net loss from operations of $0 or $0.00 per common share basic and diluted for the same period last year.

 

For the for the nine months ending February 28, 2015, the Company incurred total operating expenses of $24,500, which consists of $4,500 in audit fees and $20,000 in general and administrative expenses. This compares to total operating expenses of $0 for the same period last year. The net loss from operations for the nine months ending February 28, 2015 was $(24,500) or $(0.00) per common share basic and diluted, as compared to a net loss from operations of $0 or $0.00 per common share basic and diluted for the same period last year.

 

During the nine month period ending February 28, 2015, the Company used net cash of $(5,000) from operations, used $0 in investing activities; and generated $10,000 cash from financing activities. This compares to using net cash of $(3,500) from operatons, using $0 in investing activities, and generating $0 from financing activities for the same period last year.

 

Going Concern

 

Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

 

Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 

 

 

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Summary of product research and development that we will perform for the term of our plan of operation.

 

With the exception of developing new apps, we have no plans to conduct any research nor development based on the nature of our business.

 

Expected purchase or sale of plant and significant equipment

 

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

 

Significant changes in the number of employees

 

The Company currently has no employees. All of the business operational functions are performed by our sole officer, who is also the director of the Company. This individual performs all of the job functions for the Company. Veronica Trifon, our sole officer/directors, plans to devote 8-10 hours per week of his time to our business.

 

Liquidity and Capital Resources

 

As of February 28, 2015, ILoadApp had $9,000 in cash and cash equivalents for total current assets of $9,000. As of February 28, 2015, ILoadApp had total current liabilities of $3,000.

 

Management intends to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.

 

Notwithstanding, ILoadApp anticipates generating losses and therefore may be unable to continue operations in the future. ILoadApp anticipates it will require additional capital in order to develop its business. ILoadApp may use a combination of equity and/or debt instruments to funds its growth strategy or enter into a strategic arrangement with a third party.

 

Off-Balance Sheet Arrangements

 

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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

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Critical Accounting Policies and Estimates

 

Revenue Recognition: The Company recognizes revenue related to product services when (i) persuasive evidence of the arrangement exists, (ii) services have occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. For the period from May 22, 2013 (inception) to February 28, 2015, the Company recognized no revenues.

 

Recent Pronouncements

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of February 28, 2015, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's annual report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

 

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Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

 

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal controls over financial reporting was not effective as of August 31, 2013.

 

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A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of the quarter ending February 28, 2015, related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

 

2) inadequate segregation of duties consistent with control objectives.

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the period ended February 28, 2015. 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.

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements

 

 

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We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this report.

 

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II. OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

Item 1A - Risk Factors

 

See Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

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

 

No unregistered sales of shares were issued by the Registrant during the Quarter ending February 28, 2015.

 

Item 3 - Defaults Upon Senior Securities

 

None.

 

Item 4 - Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5 - Other Information

 

None.

 

 

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Item 6 - Exhibits

 

 

Exhibit Number		Ref		Description of Document
31.1				Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification of Principal Executive Officer 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

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

 

Date: April 9, 2015

	ILoadApp
	Registrant
	By: /s/ Veronica Trifon
	Veronica Trifon Director and CEO (principal executive, financial and accounting officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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