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

 

OR

 

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______.

 

Commission File Number: 001-34858

___________________________________________________

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

 (Exact name of registrant as specified in its charter)

___________________________________________________

 

Nevada			98-0568076
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
1900 South Norfolk Street, Suite 350 San Mateo, CA			94403
(Address of principal executive offices)			(Zip Code)

 

(650) 577-5933

(Registrant’s telephone number, including area code)

_____________________________________________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 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” and “smaller reporting company" in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

 

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

 

As of August 18, 2015 the registrant had 323,202,300 shares of its Common Stock, $0.001 par value, outstanding.

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

FORM 10-Q

JUNE 30, 2015

INDEX

 

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets as of June 30, 2015 (unaudited) and September 30, 2014	3
	Statements of Operations for the Three and Nine Months ended June 30, 2015 and 2014 (unaudited)	4
	Statements of Cash Flows for the Nine Months Ended June 30, 2015 and 2014 (unaudited)	5
	Notes to Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1.A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
SIGNATURE		14

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.     Financial Statements

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Balance Sheets

             

		June 30,				September 30,
		2015				2014
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	19,653			$	–
Interest receivable			482				–
Total current assets			20,135				–
Investment in cost-method investee			7,173				7,173
Investment in commercial paper			100,000				–
Total assets		$	127,308			$	7,173
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	48,270			$	35,072
Notes payable			51,904				17,049
Accrued interest			5,677				1,247
Amount due to shareholder			311,973				311,973
Total current liabilities			417,824				365,341
Derivative liability			70,169				–
Total liabilities			487,993				365,341
Stockholders' deficit:
Common stock, $.001 par value, 1,600,000,000 shares authorized, 323,202,300 and 323,202,300 shares issued and outstanding at June 30, 2015 and September 30, 2014, respectively			323,202				323,202
Paid-in capital (deficiency)			(286,538	)			(233,572	)
Common stock issuable			121,493				7,093
Accumulated deficit			(518,842	)			(454,891	)
Total stockholders' deficit			(360,685	)			(358,168	)
Total liabilities and stockholders' deficit		$	127,308			$	7,173

 

See accompanying notes to financial statements.

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Statements of Operations

(unaudited)

 

		For the Three Months Ended								For the Nine Months Ended
		June 30,				June 30,				June 30,				June 30,
		2015				2014				2015				2014
Net revenue		$	–			$	–			$	–			$	–
Cost of revenue			–				–				–				–
Gross profit			–				–				–				–
General and administrative expenses			13,864				24,820				44,984				87,305
Loss from operations			(13,864	)			(24,820	)			(44,984	)			(87,305	)
Other income (expense):
Interest income			482				–				482
Interest expense			(4,830	)			(1,319	)			(11,506	)			(1,319	)
Loss on change in derivative			(7,943	)			–				(7,943	)			–
Total other income (expense)			(12,291	)			(1,319	)			(18,967	)			(1,319	)
Loss before income taxes			(26,155	)			(26,139	)			(63,951	)			(88,624	)
Provision for income taxes			–				–				–				–
Net loss		$	(26,155	)		$	(26,139	)		$	(63,951	)		$	(88,624	)
Net loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding - Basic and Diluted			323,202,300				323,202,300				323,202,300				323,177,248

 

See accompanying notes to financial statements.

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended
		June 30,				June 30,
		2015				2014
Cash flows from operating activities:
Net loss		$	(63,951	)		$	(88,624	)
Adjustments to reconcile net loss to net cash used in operations:
Interest accrued on note payable			4,430				499
Accretion of beneficial conversion feature as interest			7,076				820
Loss on change in derivative			7,943				–
Changes in operating assets and liabilities:
Interest receivable			(482	)			–
Deposits			–				(861	)
Accounts payable			13,198				43,481
Net cash used in operating activities			(31,786	)			(44,685	)
Cash flows from investing activities:
Investment in commercial paper			(100,000	)			–
Net cash used in by investing activities			(100,000	)			–
Cash flows from financing activities:
Proceeds from loan payable			37,039				19,961
Proceeds from loans from shareholder			–				24,724
Proceeds from sale of common stock subscriptions			114,400				–
Net cash provided by financing activities			151,439				44,685
Net increase in cash			19,653				–
Cash and cash equivalents at beginning of period			–				–
Cash and cash equivalents at end of period		$	19,653			$	–
Supplemental disclosure of cash flow information:
Cash paid for interest		$	–			$	–
Cash paid for taxes		$	–			$	–
Supplemental disclosure of non-cash investing and financing activities:
Accounts payable paid by shareholder		$	–			$	26,030
Beneficial conversion feature on convertible note payable		$	9,260			$	4,990
402,300 shares issued from common stock issuable:
Common stock issuable		$	–			$	(80	)
Common stock		$	–			$	402
Additional paid in capital		$	–			$	(322	)

 

See accompanying notes to financial statements.

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Notes to Financial Statements
June 30, 2015

(unaudited) 

 

Note 1 – Nature of Business, Presentation and Going Concern

 

Organization

 

Paradigm Resource Management Corporation (the "Company") was incorporated in Nevada on March 26, 2007 under the name of China Digital Ventures Corporation.  The principal business of the Company was its web based telecom and IPTV businesses, both of which were disposed of during the year ended September 30, 2010. As of the date hereof, the Company has no operations.

 

On July 23, 2010, the Company experienced a change in control.  Canton Investments Ltd (“Canton” or “CIL”) acquired a majority of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between CIL and Wireless One International Limited (“Wireless One”), Bing HE and Ning HE, the Company’s former directors, and other various shareholders.  On the closing date, July 23, 2010, pursuant to the terms of the Stock Purchase Agreement, CIL purchased from Wireless One and Bing HE and Ning HE 11,500,000 shares of the Company’s outstanding common stock for $205,750.  Also on July 23, 2010, CIL purchased 2,440,000 shares of the Company’s outstanding common stock for $36,600 from various shareholders.  As a result of the change in control, CIL owns a total of 13,940,000 shares of the Company’s common stock representing 91.54%.

 

On May 10, 2012, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Paradigm Resource Management Corporation.

 

On July 24, 2013, the Company entered into an agreement with AMSA Development Technology Co Ltd (“AMSA”) to acquire 402,300 shares of TOSS Plasma Technologies Ltd. (“TPT”) previously held by AMSA in exchange for 35,866,667 shares of its common stock. The 402,300 shares of TPT represent 10.1% of TPT’s outstanding common stock. The agreement also provides AMSA an option to acquire an additional 44,833,333 shares of the Company’s common stock and provides the Company an option to acquire an additional 402,300 shares of TPT common stock from AMSA.

 

On December 4, 2013, the Company and AMSA entered into an Amendment to the Agreement dated July 24, 2013. Under the terms of the amendment, the Company has the option to acquire up to a total of 3,432,000 shares of TPT from AMSA and AMSA has the option to acquire up to a total of 229,866,667 shares of common stock of the Company. The options expired June 2, 2014.

 

The Company is in the process of adopting its new business strategy of acquiring and developing certain real estate opportunities, particularly in the field of distressed assets, and other alternative investments.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

These unaudited financial statements should be read in conjunction with our 2014 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on January 13, 2015.

 

Going Concern

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $56,008 for the nine months ended June 30, 2015 and has incurred cumulative losses since inception of $510,899. The Company has a stockholders’ deficit of $290,516 at June 30, 2015. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 

The unaudited financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. No assurance can be given that the Company will be successful in these efforts.

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Notes to Financial Statements
June 30, 2015

(unaudited)

 

Note 2 – Related Party Transactions

 

As of September 30, 2014 and June 30, 2015, $311,973 was due to Canton. The advances are noninterest bearing and are due on demand.

 

Mr. David Price, the Company’s Secretary and son of its former Chief Executive Officer and Director, is paid $2,500 per month for his services. At June 30, 2015 and September 30, 2014, $40,000 and $22,500, respectively, were due to Mr. Price and included in accounts payable. $7,500 and $7,500 are included in general and administrative expenses for the three months ended June 30, 2015 and 2014, respectively. $22,500 and $22,500 are included in general and administrative expenses for the nine months ended June 30, 2015 and 2014, respectively.

 

Note 3 – Investment in Cost-Method Investee

 

On July 24, 2013, the Company entered into an agreement with AMSA Development Technology Co Ltd (“AMSA”) to acquire 402,300 shares of TOSS Plasma Technologies Ltd. (“TPT”) previously held by AMSA in exchange for 35,866,667 restricted shares of its common stock. The 402,300 shares of TPT represent 10.1% of TPT’s outstanding common stock. The agreement also provided AMSA an option to acquire an additional 44,833,333 shares of the Company’s common stock and provides the Company an option to acquire an additional 402,300 shares of TPT common stock from AMSA.

 

On December 4, 2013, the Company and AMSA entered into an Amendment to the Agreement dated July 24, 2013. Under the terms of the amendment, the Company had the option to acquire up to a total of 3,432,000 shares of TPT from AMSA and AMSA had the option to acquire up to a total of 229,866,667 shares of common stock of the Company. The options expired on June 2, 2014.

 

The cost of the investment of $7,173, or 35,866,667 shares of the Company’s common stock at a fair value of $0.0002 per share, was based on the price of shares previously sold to investors.

 

Note 4 – Investment in Commercial Paper

 

On June 8, 2015, the Company invested in a $100,000 convertible bond from Bullion Japan Inc. The bond matures June 8, 2018, earns interest at eight percent (8%) per annum paid quarterly, and is convertible into common stock of Bullion Japan Inc. at the Company’s option any time after June 8, 2017 at a price of JPY ¥8,035 ($6.46) per share. As of June 30, 2015, $482 of interest has been accrued and included in the statement of operations as interest income.

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Notes to Financial Statements
June 30, 2015

(unaudited)

 

Note 5 – Notes Payable

 

Notes payable consisted of the following at June 30, 2015 and September 30, 2014:

 

		June 30, 2015												September 30, 2014
										Principal,												Principal,
						Unamortized				net of								Unamortized				net of
		Principal				Discount				Discounts				Principal				Discount				Discounts
On May 1, 2014 the Company entered into a convertible promissory note with a an investor in the amount of $19,961. Terms include simple interest at fifteen percent (15.0%), the note is due on May 1, 2015 and is convertible at the option of the holder at a price calculated at a twenty percent discount to the average VWAP of the last 30 days trading prior to the date of conversion. This note is in default at June 30, 2014.		$	19,961			$	–			$	19,961			$	19,961			$	(2,912	)		$	17,049
On December 19, 2014 the Company entered into a convertible promissory note with a an investor in the amount of $5,039. Terms include simple interest at fifteen percent (15.0%), the note is due on December 19, 2015 and is convertible at the option of the holder at a price calculated at a twenty percent discount to the average VWAP of the last 30 days trading prior to the date of conversion.			5,039				(594	)			4,445				–				–				–
On January 1, 2015 the Company entered into a convertible promissory note with a an investor in the amount of $22,000. Terms include simple interest at fifteen percent (15.0%), the note is due on January 5, 2016 and is convertible at the option of the holder at a price calculated at a twenty percent discount to the average VWAP of the last 30 days trading prior to the date of conversion.			22,000				(2,817	)			19,183				–				–				–
On May 1, 2015 the Company entered into a convertible promissory note with a an investor in the amount of $10,000. Terms include simple interest at ten percent (10.0%), the note is due on November 1, 2015 and is convertible at the option of the holder at a price calculated at a twenty percent discount to the average VWAP of the last 30 days trading prior to the date of conversion.			10,000				(1,685	)			8,315				–				–				–
		$	57,000			$	(5,096	)		$	51,904			$	19,961			$	(2,912	)		$	17,049

 

 

PARADIGM RESOURCE MANAGEMENT CORPORATION

Notes to Financial Statements
June 30, 2015

(unaudited)

 

Note 5 – Notes Payable (Continued)

 

As of June 30, 2015 and September 31, 2014, accrued interest on the above loans was $5,677 and $1,247, respectively. Interest expense was $11,506 and $1,319 (including accretion of beneficial conversion feature of $7,076 and $820) for the nine months ended June 30, 2015 and 2014, respectively.

 

Note 6 – Derivative Liability

 

We review the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument

 

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

 

During 2015, the Company entered into certain convertible debt agreements.  The initial value was the fair value of the note less the fair value of the debt discount.   The difference between the amortized fair value and the revalued fair value at each reporting period is recorded as a derivative liability.  This derivative liability will change every reporting period based on the current market conditions.

 

Note 7 – Stockholders’ Deficit

 

The Company has authorized 1,600,000,000 shares of Common Stock, $0.001 par value. As of June 30, 2015 and September 30, 2014, the Company had 323,202,300 shares of Common Stock issued and outstanding.

 

Pursuant to the Agreement dated July 24, 2013, the Company is obligated to issue 35,866,667 restricted shares of its common stock to AMSA in exchange for 402,300 shares of TPT (see Note 3 – Investment in Cost-Method Investee). The cost of the shares of $7,173, or $0.0002 per share, was based on the price of shares previously sold to investors. During the year ended September 30, 2014, 402,300 of the shares due to AMSA were issued, reducing the amount of common stock issuable to $7,093 at September 30, 2014.

 

On June 20, 2015, the Company received $114,400 from an investor for a subscription of 7,150,000 shares of its common stock at a price of $0.016 per share. The shares remained unissued at June 30, 2015 and are included in common stock issuable on the balance sheet.

 

Note 8 – Subsequent Events

 

On July 3, 2015, the Company invested in a $100,000 convertible bond from Bullion Japan Inc. The bond matures July 3, 2017, earns interest at eight percent (8%) per annum paid quarterly, and is convertible into common stock of Bullion Japan Inc. at the Company’s option any time after July 3, 2017 at a price of JPY ¥8,035 ($6.46) per share.

 

On July 28, 2015, the Company received $249,600 from an investor for a subscription of 15,600,000 shares of its common stock at a price of $0.016 per share.

 

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements.

 

  

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

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate and, therefore, there can be no assurance the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

The forward-looking statements included in this Form 10-Q and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "potential," "estimate," "encourage," "opportunity," "growth," "leader," "expect," "intend," "plan," "expand," "focus," "through," "strategy," "provide," "offer," "allow," commitment," "implement," "result," "increase," "establish," "perform," "make," "continue," "can," "ongoing," "include" or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-Q are based on information available to us as of the filing date of this report, and the Company assumes no obligation to update any such forward-looking statements, except as required by law. Our actual results could differ materially from the forward-looking statements.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and in our subsequent filings with the Securities and Exchange Commission.  The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

Plan of Operation

 

Management is in the process of adopting its new business strategy of acquiring and developing certain real estate opportunities, particularly in the field of distressed assets, and other alternative investments. Management is also currently assessing and evaluating new strategic partnership opportunities for TPT to develop its customer base.

 

Results of Operations

 

For the Three months Ended June 30, 2015 and 2014

 

Revenues

 

The Company had no revenue for the three months ended June 30, 2015 and 2014.

 

Operating Expenses

 

For the three months ended June 30, 2015 total operating expenses were $13,864 compared to $24,820 for the three months ended June 30, 2014 resulting in a decrease of $10,956. The decrease in operating expenses primarily relates to decreases in consulting fees, and rent.

 

We recognized $482 of interest income for the three months ended June 30, 2015 compared to $-0- for the same period in 2014. We incurred $4,830 of interest expense, of which $2,909 was the accretion of the beneficial conversion features on convertible promissory notes and a loss of $7,943 on the change in derivative, for the three months ended June 30, 2015. We incurred $1,319 of interest expense, of which $820 was the accretion of the beneficial conversion features on convertible promissory notes, for the three months ended June 30, 2014. Our net loss to our shareholders for the three months ended June 30, 2015 and 2014 was $26,155 and $26,139, respectively.

 

 

For the Nine months Ended June 30, 2015 and 2014

 

Revenues

 

The Company had no revenue for the nine months ended June 30, 2015 and 2014.

 

Operating Expenses

 

For the nine months ended June 30, 2015 total operating expenses were $44,984 compared to $87,305 for the nine months ended June 30, 2014 resulting in a decrease of $42,321. The decrease in operating expenses primarily relates to decreases in consulting fees, and rent.

 

We recognized $482 of interest income for the nine months ended June 30, 2015 compared to $-0- for the same period in 2014. We incurred $11,506 of interest expense, of which $7,076 was the accretion of the beneficial conversion features on convertible promissory notes and a loss of $7,943 on the change in derivative, for the nine months ended June 30, 2015. We incurred $1,319 of interest expense, of which $820 was the accretion of the beneficial conversion features on convertible promissory notes, for the nine months ended June 30, 2014. Our net loss to our shareholders for the nine months ended June 30, 2015 and 2014 was $63,951 and $88,624, respectively.

 

Liquidity and Capital Resources

 

Overview

 

As of June 30, 2015, the Company cash of $19,653 and a deficit in working capital of $397,689. Historically, our operating expenses have been funded and paid by CIL and by the issuances of notes payable.

 

We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $150,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $50,000 for business planning and development, and $100,000 for general overhead expenses such as legal and accounting fees, office overhead and general expenses. As we progress into our new business strategy of acquiring and developing distressed real estate assets, we will require substantial amounts of equity or debt financing to effectuate such transactions.

 

Liquidity and Capital Resources during the Nine months Ended June 30, 2015 compared to the Nine months ended June 30, 2014

 

We used cash for operating activities of $31,786 and $44,685 for the nine months ended June 30, 2015, and 2014, respectively. The elements of cash flow used in operations for the nine months ended June 30, 2015 included a net loss of $63,951 offset by interest accrued on notes payable of $4,430, accretion of beneficial conversion features of $7,076, loss on change in derivative of $7,943, and increases in accounts payable of $13,198 and offset by an increase in interest receivable of $482. The elements of cash flow used in operations for the nine months ended June 30, 2014 included a net loss of $88,624 offset by interest accrued on notes payable of $499, accretion of beneficial conversion features of $820 and increases in accounts payable of $43,481, offset by an increase in deposits of $861.

 

Cash used in investing activates consisted of a $100,000 investment in commercial paper for the nine months ended June 30, 2015. We used no cash in investing activities during the nine months ended June 30, 2014.

 

Cash generated in our financing activities was $151,439 for the nine months ended June 30, 2015, compared to cash generated of $44,685 during the comparable period in 2014. The financing activities for the nine months ended June 30, 2015 consisted of $37,039 of proceeds from convertible notes payable and $114,400 from the sale of common stock subscriptions while the cash provided by financing activities for the nine months ended June 30, 2014 are attributed to amounts due to our principal shareholder for expenses paid on our behalf by the shareholder of $24,724 and $19,961 of proceeds from convertible notes payable.

 

From July 1 through August 17, 2015, we have received $249,600 from an investor for a subscription of 15,600,000 shares of its common stock and we have invested an additional $100,000 in a convertible bond from Bullion Japan Inc.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity securities 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 arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

 

Going Concern

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended September 30, 2014 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

 

There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

 

Off-Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

   

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended September 30, 2014, included in our Annual Report on Form 10-K as filed on January 13, 2015, for a discussion of our critical accounting policies and estimates.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

 

The disclosure required under this item is not required to be reported by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

 

Item 4.     Controls and Procedures.

 

(a)

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company's management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of June 30, 2015. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, the Company's management concluded, as of the end of the period covered by this report, that the Company's disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission's rules and forms, and that such information was accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

 

(b)

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company or our common stock in which an adverse decision could have a material adverse effect.

 

Item 1A.  Risk Factors

 

The disclosure required under this item is not required to be reported by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

 

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

 

There were no unregistered sales of equity securities during the quarter ended June 30, 2015.

 

Item 3.     Defaults Upon Senior Securities.

 

None.

 

Item 4.     Mine Safety Disclosures

 

Not applicable.

 

Item 5.     Other Information.

 

None.

 

Item 6.     Exhibits

 

Exhibit 31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

SIGNATURES

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.

 

Date: August 19, 2015	By:	/s/ Takanori Ozaki
		Takanori Ozaki
		Chief Executive Officer Chief Financial Officer (Principal Executive and Financial Officer)