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EX-31.1 - EX 31.1 - MAKINGORG, INC. | ex-31_1.htm |
EX-32.1 - EX 32.1 - MAKINGORG, INC. | ex-32_1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 Form 10-Q
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Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 000-55260
MakingORG, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
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6770
(Primary Standard Industrial Classification Number)
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39-2079723
(IRS Employer Identification Number)
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5042 Wilshire Blvd #3018
Los Angeles, CA 90036
(213) 805-5799
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant 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 [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date:
Class
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Outstanding as of August 12, 2015
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Common Stock: $0.001
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35,430,000
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PART 1
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Page |
Item 1
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3 | |
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3 | |
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4 | |
5 | ||
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Item 2.
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8 | |
Item 3.
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10 | |
Item 4.
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10 |
PART II.
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11 |
Item 1
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11 | |
Item 1 A | Risk Factors | 11 |
Item 2.
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11 | |
Item 3
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12 | |
Item 4
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12 | |
Item 5
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12 | |
Item 6
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12 |
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PART I.
MakingORG, Inc.
(Unaudited)
June 30,
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December 31,
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|||||||
2015
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2014
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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$
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-
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$
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-
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||||
Total Assets
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$
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-
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$
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-
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
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||||||||
Liabilities
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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3,693
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$
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351
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Due to related party
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31,817
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17,587
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Total Liabilities
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35,510
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17,938
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Stockholders' Equity (Deficit)
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Preferred stock, par value $0.001; 50,000,000 shares authorized, zero shares issued and outstanding
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-
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-
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Common stock, par value $0.001; 150,000,000 shares authorized, 35,430,000 shares issued and outstanding, respectively
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35,430
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35,430
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Additional paid in capital
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(11,265
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)
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(11,265
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)
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Accumulated deficit
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(59,675
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)
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(42,103
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)
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Total Stockholders' Equity (Deficit)
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(35,510
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)
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(17,938
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)
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Total Liabilities and Stockholders' Equity (Deficit)
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$
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-
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$
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-
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See accompanying notes to unaudited financial statements.
MakingORG, Inc.
(Unaudited)
For the three months ended
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For the six months ended
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June 30,
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June 30,
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2015
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2014
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2015
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2014
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REVENUES
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$
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-
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$
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-
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$
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-
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$
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-
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OPERATING EXPENSES
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Bank fees
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-
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42
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-
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90
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Business licenses and permits
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-
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-
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-
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189
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Miscellaneous expenses
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101
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-
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199
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36
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Professional fees
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6,255
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3,000
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17,373
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7,200
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TOTAL OPERATING EXPENSES
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6,356
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3,042
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17,572
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7,515
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LOSS BEFORE INCOME TAX
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(6,356
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)
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(3,042
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)
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(17,572
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)
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(7,515
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)
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Income tax provision
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-
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-
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-
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-
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NET LOSS
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$
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(6,356
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)
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$
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(3,042
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)
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$
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(17,572
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)
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$
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(7,515
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)
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NET LOSS PER SHARE: BASIC AND DILUTED
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
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35,430,000
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35,430,000
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35,430,000
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35,430,000
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See accompanying notes to unaudited financial statements.
MakingORG, Inc.
(Unaudited)
For the six months ended
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June 30,
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2015
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2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(17,572
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)
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$
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(7,515
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in assets and liabilities:
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Accounts payable and accrued liabilities
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3,342
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1,500
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(14,230
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)
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(6,015
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Loan from related party
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14,230
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5
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Loan repayment to previous director
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-
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(70
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)
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CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
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14,230
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(65
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)
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NET DECREASE IN CASH
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-
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(6,080
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)
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Cash, beginning of period
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-
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7,850
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Cash, end of period
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$
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-
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$
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1,770
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SUPPLEMENTAL CASH FLOW INFORMATION:
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||||||||
Interest paid
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$
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-
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$
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-
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||||
Income taxes paid
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$
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-
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$
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-
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See accompanying notes to unaudited financial statements.
MakingORG, Inc.
(formerly DRIMEX Inc.)
June 30, 2015
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Drimex Inc. was incorporated under the laws of the State of Nevada on August 10, 2012 and was previously in the power sports business. On July 29, 2014, Mr. Juanzi Cui took control of the Company. The Company now intends to open a line of organic food stores or stores-in-stores within the Asian communities in the United States. On August 22, 2014, the Company changed its name to MakingORG, Inc. The trading symbol of the Company is "CQCQ" and the fiscal year end is December 31.
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company had no revenues as of June 30, 2015. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – DUE TO RELATED PARTY
In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
During the six months ended June 30, 2015, the Company's sole officer advanced to the Company an amount of $14,230 by the way of loan. As at June 30, 2015, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $31,817.
NOTE 4 – EQUITY
Preferred Stock
The Company has authorized 50,000,000 preferred shares with a par value of $0.001 per share. As at June 30, 2015 and December 31, 2014, there were no preferred shares issued and outstanding.
Common Stock
The Company has authorized 150,000,000 common shares with a par value of $0.001 per share. As at June 30, 2015 and December 31, 2014, there were 35,430,000 common shares issued and outstanding.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
As used in this Form 10-Q, references to "MakingOrg," the "Company," "we," "our" or "us" refer to MakingOrg, Inc. unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the "Report"). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Plan of Operation
Given our limited resources and the fact that we have never generated any revenues from the sale of our products, we are no longer focused on operating a business and have abandoned our initial business plan. Although our sole officer and director intends to have the Company open a line of organic food stores or stores-in-stores within the Asian communities in the United States, we might just identify and negotiate with another company for the business combination or merger of that entity with and into our company. We would seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, we have no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management or promoter of the Company has had any material discussions with any other company with respect to any acquisition of that company.
We will not restrict our search for another target company to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Annual Report is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities.
Results of Operation
The following discussion should be read in conjunction with the condensed financial statements and in conjunction with the Company's Form 10-K filed on March 12, 2015. Results for interim periods may not be indicative of results for the full year.
Results of Operations for the three months ended June 30, 2015 compared to the three months ended June 30, 2014
Revenues
The Company is in its development stage and did not generate any revenues during the three months ended June 30, 2015 and 2014.
Total operating expenses
For the three months ended June 30, 2015, total operating expenses were $6,356, which included $6,255 of professional fees and $101 of miscellaneous expenses. During the three months ended June 30, 2014, total operating expenses was $3,042, consisting of $3,000 of professional fees and $42 of bank fees.
Net loss
Our net loss for the three months periods ended June 30, 2015 and June 30, 2014 was $6,356 and $3,042, respectively.
Results of Operations for the six months ended June 30, 2015 compared to the six months ended June 30, 2014
Revenues
The Company is in its development stage and did not generate any revenues during the six months ended June 30, 2015 and 2014.
Total operating expenses
For the six months ended June 30, 2015, total operating expenses were $17,572, which included $17,373 of professional fees and $199 of miscellaneous expenses. During the six months ended June 30, 2014, total operating expenses was $7,515, consisting of $7,200 of professional fees, $90 of bank fees, $189 of business licenses and permits, and $36 of miscellaneous expenses.
Net loss
Our net loss for the six months periods ended June 30, 2015 and June 30, 2014 was $17,572 and $7,515, respectively.
Liquidity and Capital Resources
As at June 30, 2015, our total assets were zero and our current liabilities were $35,510. The Company believes that it will require $60,000 for the next twelve months and its current cash is insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company. Other than the oral agreement of Mrs. Cui, our sole officer and director and majority stockholder, to lend the Company funds, the Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. We may have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six months ended June 30, 2015, net cash flows used in operating activities was $14,230. For the six months ended June 30, 2014, net cash flows used in operating activities was $6,015.
Cash Flows from Investing Activities
For the six months ended June 30, 2015 and 2014, the Company did not have any cash flow from investing activities.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity. For the six months ended June 30, 2015, cash flow provided by financing activities was $14,230. For the six months ended June 30, 2014, cash flow used in financing activities was $65.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off‑balance sheet arrangements.
Going Concern
The Company had no revenues and incurred a net loss of $17,572 for the six months ended June 30, 2015. As at June 30, 2015, the Company had accumulated deficit of $59,675. This factor raises substantial doubt about the Company's ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Our financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern. There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d- 15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30,2015. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were ineffective at such time to ensure that information required to be disclosed by us in the reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls, which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, was inappropriate to allow timely decisions regarding required disclosure.
Based on management's assessment, the Company determined that there were material weaknesses in its internal control over financial reporting as of June 30, 2015 based on the material weaknesses described below:
• Because the Company consists of one person who acts as the sole officer and director of the Company, there are limited controls over information processing.
• There is an inadequate segregation of duties consistent with control objectives as management is composed of only one person. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
• The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
• There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of June 30, 2015. A material weakness is 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 our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the company's financial reporting.
Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
In order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. Management believes that this will lessen the possibility that a material misstatement of our annual or interim financial statements will be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Unregistered Sales of Equity Securities
None.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Use of Proceeds
None
None.
Not applicable.
None.
31.1
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32.1
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MakingORG, Inc.
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Dated: August 13, 2015
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By: /s/ Juanzi Cui
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Name: Juanzi Cui
President, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)
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13