UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED March 31, 2015

 

Commission file number 333-198720

 

MP VENTURES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

310 Olive St. Long Beach, NY 11561

(Address of principal executive offices, including zip code.)

 

(516) 247-1917

(Telephone number, including area code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES  x   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 (§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). YES  x   NO o

 

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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

 

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

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 shares as of December 30, 2014.

 

1 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

MP VENTURES, INC.
BALANCE SHEET
				March 31, 2015			December 31, 2014
				(Unaudited)			(Unaudited)
Assets
Current assets
	Cash and cash equivalents			$	9,824		$	6,824
	Accounts receivable				0			0
		Total Current assets			9,824			6,824
	Total Assets			$	9,824		$	6,824
Liabilities and Equity
Current liabilities
	Accrued Expenses			$	5,500		$	5,500
		Total Current Liabilities			5,500			5,500
Commitments and Contingencies - Note 6
REALCO INTERNATIONAL, INC. Shareholders' Equity
	Common Stock, $0.0001 par value; 75,000,000 shares authorized,
		5,000,000  issued and outstanding 3/31/2015 & 12/31/2014.
	Common Stock				500			500
	Contributed capital in excess of par				1,000			1,000
	Retained Earnings				2,824			(176)
		Total Equity(Deficit)			4,324			1,324
	Total liabilities and equity(Deficit)			$	9,824		$	6,824
"The accompanying notes are an integral part of these financial statements"

 

 

2

 

MP VENTURES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
					For the Three Months Ended March 31, 2015
					(Unaudited)
Revenues					$	3,000
Operating Expenses						0
Net Income(Loss) from Operations						3,000
Other Income(Expenses)
Interest Expense						0
Net Income(Loss) from Operations
Before Income Taxes						3,000
Tax Expense						0
Net Income(Loss)					$	3,000
Basic and Diluted Loss Per Share						0.001
Weighted average number
of shares outstanding						5,000,000
"The accompanying notes are an integral part of these financial statements"

 

 

3

 

 

MP VENTURES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
													For the Three Months Ended March 31, 2015
													(Unaudited)
Cash flows from operating activities:
Net income (loss)													$	3,000
(Increase)decrease in  accounts receivable														0
Increase(decrease) in  accrued expenses														0
Net cash used in operating activities														3,000
Cash flows from investing activities:
None														0
Net cash provided(used) by investing activities														0
Cash flows from financing activities:
Sale of common stock														0
Net cash provided(used) by financing activities														0
Increase in cash and equivalents														3,000
Cash and cash equivalents at beginning of period														6,824
Cash and cash equivalents at end of period													$	9,824
"The accompanying notes are an integral part of these financial statements"

 

 

4

MP Ventures, Inc.

Notes to Financial Statements

as of March 31, 2015

 

 

 Note 1.     Organization, History and Business

 

MP Ventures, Inc. (“the Company”) was incorporated in Nevada on April 14, 2014 with a December 31st year end.

 

The Company was established for the purpose of property management and consulting services.

 

Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

 

 

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and

 

5

 

 

MP Ventures, Inc.

Notes to Financial Statements

as of March 31, 2015

 

 

Note 2.     Summary of Significant Accounting Policies (continued)

 

warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

 

Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

 

Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

 

Business segments

 

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of March 31, 2015.

 

Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

 

 6

 

 

MP Ventures, Inc.

Notes to Financial Statements

as of March 31, 2015

 

Note 2.     Summary of Significant Accounting Policies (continued)

 

Emerging growth Company

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

 

Recent Accounting Pronouncements

 

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 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, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

 

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

 

Note 3.     Income Taxes

 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

					3/31/2015
U.S. statutory rate					34%
Less valuation allowance					(34%)
	Effective tax rate				0%

 

 

The significant components of deferred tax assets and liabilities are as follows:

 

						3/31/2015
	Net operating losses					0
Deferred tax liability						0
Net deferred tax assets						0
Less valuation allowance						0
	Deferred tax asset - net valuation allowance				$	0

 

7 

 

 

MP Ventures, Inc.

Notes to Financial Statements

as of March 31, 2015

 

Note 3.     Income Taxes (Continued)

 

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities for the interim period as of March 31, 2015. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period April 14, 2014(inception) through March 31, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

There were no related party transactions for the three months ended March 31, 2015.

 

 

Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock are entitled to one vote per share of common stock held.

 

As of March 31, 2015 the Company had 5,000,000 shares issued and outstanding.

 

 

Note 6. Commitments and Contingencies 

 

Commitments:

 

The Company currently has no long term commitments as of our balance sheet date.

 

Contingencies:

 

None as of our balance sheet date.

 

 

 

 

 

 

 

 8

 

 

MP Ventures, Inc.

Notes to Financial Statements

as of March 31, 2015

 

Note 7 – Net Income(Loss) Per Share

 

The following table sets forth the information used to compute basic and diluted net income per share attributable to MP Ventures, Inc. for the three months ended March 31, 2015:

 

						3/31/2015
Net Income (Loss)						$	3,000
Weighted-average common shares outstanding  basic:
Weighted-average common stock							5,000,000
Equivalents
Stock options							0
Warrants							0
Convertible Notes							0
Weighted-average common shares
outstanding-  Diluted							5,000,000

 

 

 

 

Note 8.    Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has limited operating history and as of March 31, 2015 the Company also had limited revenues and working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

Note 9.    Subsequent Events

 

None.

 

9

 

  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

Forward Looking Statements

 

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

 

Results of Operations

 

We are still in our development stage, and in the Quarter 1 of year 2015 we have generated revenues of $3,000. This is offset by our Operating expenses for the same three month period of $0.00 for a profit of $3,000.

 

Liquidity and Capital Resources

 

We had $9,824 in cash at March 31, 2015, and there were outstanding liabilities of $5,500. This resulted in a positive Cash Flow of $3,000 for the Quarter. Given the nature of our business, in the first Quarter of 2015, we did not incur any expenses. As our business operations expand, we hope to meet our operating expenses from raising additional funds from our S-1 registration filed earlier this year.

 

There is very little historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have only begun to generate revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in products.

 

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

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

10

 

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2015.

 

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended March 31, 2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

 

PART II. OTHER INFORMATION

 

 

ITEM 6. EXHIBITS.

 

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-199720, at the SEC website at www.sec.gov :

 

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer & Chief Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer & Chief Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

*previously filed with the Commission 

 

11

 

 

 

SIGNATURES

 

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

 

	MP VENTURES, INC. Registrant
Date: May 15, 2015	By:	/s/ Mark Poretsky
	Name: Title:	Mark Poretsky Chief Executive Officer, President and Treasurer

 

 

 

 

 

 

 

 

12

 

 

 

 

I, Mark Poretsky, certify that:

 

 

1.	I have reviewed this Form 10-Q for the quarter ended March 31, 2015 of MP Ventures, Inc.;

 

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

 

May 15, 2015

 

/s/ Mark Poretsky

Mark Poretsky

Chief Executive Officer, Chief Financial Officer

 

 

 

 

 

EXHIBIT 32.1

 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Mark Poretsky, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Mp Ventures, Inc., Inc. on Form 10-Q for the quarterly period ended March 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ecology Coatings, Inc.

 

By:		/s/ Mark Poretsky
		Mark Poretsky
		Chief Executive Officer, Chief Financial Officer (Authorized Officer) May 15, 2015