Valeritas Holdings Inc. - FORM 10-Q - August 14, 2015

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended 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 __________

333-198807
Commission File Number
 
Cleaner Yoga Mat, Inc.
(Exact name of registrant as specified in its charter)
   
Florida
46-5648907
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
1370 Sawleaf Ct. San Luis Obispo, California
93401
(Address of principal executive offices)
(Zip Code)
 
(800) 546-7939
(Registrant’s  telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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 [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 [X] No [  ]

 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(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 [  ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes [  ]  No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

10,081,000 common shares outstanding as of August 14, 2015
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

 
2
 

CLEANER YOGA MAT, INC.

   
Page
 
PART I – Financial Information
  
Financial Statements
  4
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  5
Quantitative and Qualitative Disclosures About Market Risk
  7
Controls and Procedures
  7
     
 
PART II – Other Information
  8
Legal Proceedings
  8
Risk Factors
  8
Unregistered Sales of Equity Securities and Use of Proceeds
  8
Defaults Upon Senior Securities
  8
Mine Safety Disclosures
  8
Other Information
  8
Exhibits
  9
 
  9

 

 
3
 

PART I – FINANCIAL INFORMATION
 
ITEM 1.                FINANCIAL STATEMENTS
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the six month period ended June 30, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.  For further information refer to the financial statements and footnotes thereto included in our company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on March 31, 2015.
 
REPORTED IN UNITED STATES DOLLARS

 

 
4
 

CLEANER YOGA MAT, INC.

   
June 30,
2015
(Unaudited)
    
December 31,
2014
(Audited)
  
 ASSETS
            
Current assets
            
Cash
  
$
8,979
    
$
8,643
  
Deferred offering costs
    
10,000
      
10,000
  
Inventory
    
590
      
858
  
Total current assets
    
19,569
      
19,501
  
                 
TOTAL ASSETS
  
$
19,569
    
$
19,501
  
                 
 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
                
                 
Current liabilities
                
Accounts payable
  
$
7,654
    
$
15,237
  
Accounts payable, related party
    
65,000
      
35,000
  
Interest payable
    
887
      
317
  
Loans payable
    
7,620
      
-
  
Convertible notes, net
    
13,222
      
8,222
  
Total current liabilities
    
94,383
      
58,776
  
                 
Total liabilities
    
94,383
      
58,776
  
COMMITMENTS AND CONTINGENCIES
                
                 
Stockholders' equity (deficit)
                
Common stock (no par value: shares authorized 100,000,000; 10,072,500 and 10,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014.
    
-
      
-
  
Additional Paid-in capital
    
32,250
      
25,000
  
Accumulated deficit
    
(107,064
)
    
(64,275
)  
Total stockholders' equity (deficit)
    
(74,814
)
    
(39,275
)
                 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
  
$
19,569
    
$
19,501
  
 
The accompanying notes are an integral part of these Financial Statements.
 
F-1

 
F-1
 

CLEANER YOGA MAT, INC.
(Unaudited)


 
   
Three months ended
June 30,
    
Six months ended
June 30,
  
   
2015
    
2014
    
2015
    
2014
  
                                 
Net sales
  
$
1,080
    
$
-
    
$
1,280
    
$
-
  
Cost of goods sold
    
236
      
-
      
300
      
-
  
Gross profit
    
844
      
-
      
980
      
-
  
                                 
Selling, general and administrative expenses
    
(20,460
)
    
(15,300
)
    
(38,199
)
    
(15,300
)
                                 
Income (loss) from operations
    
(19,616
)
    
(15,300
)
    
(37,219
)
    
(15,300
)
Interest expense
    
(2,860
)
    
(23
)
    
(5,570
)
    
(23
)
Net (loss)
    
(22,476
)
    
(15,323
)
    
(42,789
)
    
(15,323
)
                                 
Net (loss) per common shares (basic and diluted)
    
(0.00
)
    
(0.00
)
    
(0.00
)
    
(0.00
)
                                 
Weighted average shares outstanding
                                
Basic and diluted
    
10,006,159
      
10,000,000
      
10,003,097
      
10,000,000
  
 
The accompanying notes are an integral part of these Financial Statements.
 

 
F-2
 

CLEANER YOGA MAT, INC.
(Unaudited)

 
   
Six Months Ended
June 30, 2015
  
Six Months Ended
June 30, 2014
Cash Flows From Operating Activities
   
   
   
   
        
Net loss
   
  $
(42,789
)  
  
$
(15,323
)
Adjustments to reconcile net income to net cash provided from operating activities:
   
   
   
   
        
Amortization of debt discount
    
5,000
      
-
  
Changes in operating assets and liabilities:
   
    
            
Deferred offering cost
    
-
      
(10,000
)
Prepaid expenses
    
-
      
(1,717
)
Accounts payable
   
    
(7,583
)
    
7,017
  
Accounts payable, related party
    
30,000
      
-
  
Interest payable
   
    
570
      
23
  
Inventory
   
    
268
      
-
  
Net cash provided used by operating activities
   
    
(14,534
)
    
(20,000
)
                 
Cash Flows From Financing Activities
   
   
   
   
        
Proceeds from convertible notes
    
-
      
5,000
  
Proceeds from loans payable
   
    
7,620
      
-
  
Proceeds from issuance of common stock
    
7,250
      
15,000
  
Net cash provided from financing activities
   
    
14,870
  
    
20,000
  
                 
Increase (decrease) in cash and cash equivalents
   
    
336
      
-
  
                 
Cash and cash equivalents at beginning of period
   
    
8,643
  
    
-
  
Cash and cash equivalents at end of period
   
  $
8,979
  
  
$
-
  
                 
 
The accompanying notes are an integral part of these Financial Statements.
 


 
F-3
 

CLEANER YOGA MAT, INC.
UNAUDITED

1.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity:    Cleaner Yoga Mat, Inc (the "Company" or “CYM”) is a Florida corporation incorporated on May 9, 2014. We are a company that engages in the sale of sanitizing solutions for Yoga and Pilates studios as well as conventional gyms of all sizes. We intend to be a viable solution for fitness studios around the world for the sanitization of their equipment. CYM’s focus is to bring its revolutionary sanitizing products to market, to meet an extremely strong need for a green, fast, inexpensive, and effective method to sanitize mats and equipment in the fitness industry.  Leisa Swanson, who is currently our sole officer and director, founded our Company. Our headquarters are located at 1370 Sawleaf, San Luis Obispo CA 93401.

To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We have filed a Form S-1 with the U.S. Securities and Exchange Commission and are in the process of applying for a listing on the OTC Bulletin Board.  We are now exploring sources of capital.  We anticipate incurring operating losses as we implement our business plan.

Unaudited Interim Financial Statements

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six month period ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

Financial Statement Presentation:    The unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
 
Fiscal year end:  The Company has selected December 31 as its fiscal year end.
 
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.
 
Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
 
Revenue recognition and related allowances: Revenue from the sale of goods is recognized when the risks and rewards of ownership have been transferred to the customer, which is usually when title passes. Revenue is measured at the fair value of the consideration received, net of trade discounts and sales taxes.
 
Accounts Receivable and Allowance for Doubtful Accounts:    Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at June 30, 2015 and December 31, 2014 are $Nil.

 
F-4
 

CLEANER YOGA MAT, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED

1.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Inventories:    Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method and are adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
 
Provisions:  Provisions for warranties are recognized when the Company has a legal or constructive obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.
 
Warranty:  We record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the limited warranty. Warranty claims are reasonably predictable based on historical experience of failure rates. If actual results differ from our estimates, we revise our estimated warranty liability to reflect such changes. Each quarter, we re-evaluate our estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary.

Advertising and Marketing Costs:    Advertising and marketing costs are expensed as incurred and were $Nil during the six month period ended June 30, 2015 and 2014.
 
Beneficial Conversion Feature: From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
 
Income taxes: The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”.  ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
 
Basic and Diluted Loss Per Share : In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common 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. In the year ended December 31, 2014, the Company has entered into convertible loan agreements whereby the holders may acquire up to 1,500,000 shares of the Company’s common stock, which are anti-dilutive and excluded in the loss per share computation.
 


 
F-5
 

CLEANER YOGA MAT, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED

1.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

New Accounting Pronouncements:    In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.  The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts.  Currently, debt issuance costs are presented as a deferred asset.  The recognition and measurement requirements will not change as a result of this guidance.  The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis.   This amendment will not have a material impact on our financial statements. 

2.  
    GOING CONCERN
 
The Company has experienced net losses to date, and it has generated minimal revenue from operations. The Company will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about its ability to continue as a going concern. Management of the Company has developed a strategy to meet operational shortfalls which may include equity funding, short term or long term financing or debt financing, to enable the Company to reach profitable operations.

3.  
    CONVERTIBLE NOTE

(1)  
Convertible Note due on May 28, 2015:

On May 28, 2014, the Company entered into a convertible note for cash proceeds of $5,000 with a company controlled by the daughter of our sole officer and director. The note matures on May 28, 2015 and bears interest at 5% per annum. The holder is entitled, at its option, to convert any or all of the outstanding principal plus accrued and unpaid interest at any time into shares of the Company’s common stock, at $0.01 per share. There is no beneficial conversion feature associated with the convertible note. This note came due and payable on May 28, 2015.
 
(2)  
Convertible Note due on September 4, 2015

On September 4, 2014, the Company entered into a convertible note for cash proceeds of $10,000 with Amy Chaffe, the daughter of our sole officer and director. The note matures on September 4, 2015 and bears interest at 5% per annum. The holder is entitled, at its option, to convert any or all of the outstanding principal plus accrued and unpaid interest at any time into shares of the Company’s common stock, at $0.01 per share.

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $10,000 on the note. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the period ended June 30, 2015 was $5,000 which amount has been recorded as interest expense.
 
Interest expense:
   
Six Months ended
June 30, 2015
  
Amortization of debt discount
  
$
5,000
  
Interest at contractual rate
    
254
  
Totals
  
$
5,254
  

 
F-6
 
CLEANER YOGA MAT, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED


4.  
    LOANS PAYABLE

On March 16, 2015, April 8, 2015 and May 13, 2015, the Company received loans in the amount of $5,000, $1,000 and $1,620, respectively, from a company controlled by the daughter of our sole officer and director. The loans are unsecured, have a one year term from the date the funds were received, and bear interest at 10% per annum, payable on maturity. During the six months ended June 30, 2015, we accrued interest expenses of $189 in respect of these loans.

5.  
   COMMON STOCK

The Company’s authorized common stock consists of 100,000,000 shares with no par value.

At inception, the Company issued 10,000,000 shares of common stock at $0.0015 per share for cash of $15,000.

As at June 30, 2015, the Company has received proceeds totaling $7,250 from various parties subscribing for a total of 72,500 shares at $0.10 per share under our Form S-1 registration statement.  The shares were issued on August 1, 2015.

6. 
   OFFERING EXPENSES

The Company has filed a Form S-1 Registration Statement to offer to the public up to 6,000,000 common shares at ten cents ($0.10) per share. The $10,000 in costs relating to such Registration Statement will be charged to capital, if such offering is successful. If the offering is not successful, the costs will be charged to expense. Presently the costs are reflected on the balance sheets of the Company as Deferred offering costs.

7.  
    RELATED PARTY TRANSACTIONS

The Company entered into a Convertible Note of $5,000 (ref Note 3(1)) on May 28, 2014 with a company controlled by the daughter of our sole officer and director.
 
The Company entered into a Convertible Note of $10,000 (ref Note 3(2)) on September 4, 2014 with a company controlled by the daughter of our sole officer and director.

On March 16, 2015, April 8, 2015 and May 13, 2015, the Company received loans in the amount of $5,000, $1,000 and $1,620, respectively, from a company controlled by the daughter of our sole officer and director. (ref Note 4)

During the six month period ended June 30, 2015 our sole officer and director, Ms. Leisa Swanson accrued $5,000 per month for management services, totaling $30,000 which is reflected as accounts payable-related party on the Company’s balance sheet.  At June 30, 2015 a total of $65,000 (December 31, 2014 - $35,000) is due and payable to Ms. Swanson.


 
F-7
 
 
CLEANER YOGA MAT, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED

8.  
  INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
Operating loss carry-forwards generated during the period from May 9, 2014 (date of inception) through June 30, 2015 of approximately $107,064, will begin to expire in 2034.   The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $36,400 at June 30, 2015. For the six month period ended June 30, 2015, the valuation allowance increased by approximately $14,550.

The Company has no tax positions at June 30, 2015, or December 31, 2014, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
 
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.
 
The tax returns for the period from inception to December 31, 2014 are subject to examination by the Internal Revenue Service. 

9.  
  SUBSEQUENT EVENTS

Subsequent to June 30, 2014 the Company received a further $850 in proceeds from subscribers of a total of 8,500 shares under the Form S-1 registration statement.  The shares were issued August 1, 2015.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

 
F-8
 


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "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 which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. 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, later events or circumstances or to reflect the occurrence of unanticipated events.
 
In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.
 
The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
 
As used in this quarterly report, the terms "we", "us", "our", and "our company" means Cleaner Yoga Mat Inc., unless otherwise indicated.
 
Corporate Information
 
The address of our principal executive office is 1370 Sawleaf Ct. San Luis Obispo, California 93401. Our telephone number is (800) 546-7939. Our e-commerce website www.CleanerYogaMat.com.
 
Our company was incorporated in the State of Florida on May 9, 2014. We are a company that engages in the sale of sanitizing solutions for Yoga and Pilates studios as well of conventional gyms of all sizes. We intend to be a valid solution for fitness studios around the world for the sanitization of their equipment. CYM’s focus is to bring its revolutionary sanitizing products to market, providing a green, fast, inexpensive, and effective method to sanitize mats and equipment in the fitness industry.
 
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
 
Liquidity and Capital Resources
 
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the six months ended June 30, 2015 and audited financial statements for the year ended December 31, 2014, along with the accompanying notes.  

At the end of June 30, 2015 we had cash on hand totaling $8,979 (December 31, 2014 - $8,643), total assets of $20,469 (December 31, 2014 - $19,501) and liabilities of $94,383 (December 31, 2014 - $58,776). We must secure additional funds in order to continue our business. We were required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees and may be required to secure additional financing to fund future filings. We believe that we will be able to obtain this loan from a current shareholder of the Company; however we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status (estimated at $60,000 for fiscal year 2015). Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then it would be likely that any investment made into the Company would be lost in its entirety.
 
 
5
 
Results of Operations
 
For the three months ended June 30, 2015

We have generated minimal net revenues since inception, and $1,080, during the three months ended June 30, 2015 ($nil – June 30, 2014). Additionally, we continue to incur administrative costs related to our business plan and the filing requirements as a public issuer. Such administrative costs totaled $20,460 during the three months ended June 30, 2015 ($15,300 – June 30, 2014).

For the six months ended June 30, 2015

We have generated minimal net revenues since inception and $1,280, during the six months ended June 30, 2015 ($nil – June 30, 2014). Additionally, we continue to incur administrative costs related to our business plan and the filing requirements as a public issuer. Such administrative costs totaled $37,219 during the six months ended June 30, 2015 ($15,300 – June 30, 2014).

Since inception we have incurred a total operating loss of $97,954, and a net loss of $107,064.
 
Off-Balance Sheet Arrangements
 
We have no 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 are material to stockholders.
 
Critical Accounting Policies and Estimates
 
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements, included herein.
 
Recent Accounting Pronouncements
 
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs.  The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts.  Currently, debt issuance costs are presented as a deferred asset.  The recognition and measurement requirements will not change as a result of this guidance.  The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis.   This amendment will not have a material impact on our financial statements. 
 
 
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ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4.               CONTROLS AND PROCEDURES
 
Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
 
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms with our board and officers’ collaboration to ensure effectiveness as we grow. We have engaged an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 


 
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PART II – OTHER INFORMATION
 
ITEM 1.                LEGAL PROCEEDINGS
 
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
 
ITEM 1A.             RISK FACTORS
 
A smaller reporting company is not required to provide the information required by this Item.
 
ITEM 2.                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3.                DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.                MINE SAFETY DISCLOSURES
 
Not Applicable.
 
ITEM 5.                OTHER INFORMATION

None.

 

 
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ITEM 6.                EXHIBITS

Exhibit No.
  
SEC Ref. No.
  
Title of Document
         
1
  
31.1
  
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         
2
  
32.1
  
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101
  
Interactive Data File (Form 10-Q for the six months ended June 30, 2015 furnished in XBRL).
   
101.INS
XBRL Instance Document
   
101.SCH
XBRL Taxonomy Extension Schema
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase
   
101.LAB
XBRL Taxonomy Extension Label Linkbase
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
   
  CLEANER YOGA MAT, INC.
       
Date:
August 14, 2015
By:
/s/ Leisa Swanson
   
Name:
Leisa Swanson
   
Title:
President, Chief Executive Officer, Chief Financial Officer
 

 
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Valeritas Holdings Inc. Reports

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