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 quarter ended: October 31, 2015

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 333-199438

NIMTECH CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)	(IRS Employer I.D. No.)

Str.100, Emirhan, 10/2, bld. А

Sanliurfa, Turkey

(Address of principal executive offices and Zip Code)

+ 902129327067
(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 Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. 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 ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [ X ]

 

As of December 11, 2015 there were 6,040,000 shares outstanding of the registrant’s common stock.

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		Page
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets as of October 31, 2015  and July 31, 2015	4
	Condensed Statements of Operations for the three month  period ended October 31, 2015 and October 31, 2014	5
	Condensed Statements of Cash Flows for the three month period ended October 31, 2015 and October 31, 2014	6
	Notes to the Condensed (Unaudited) Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosure.	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures

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PART I – FINANCIAL INFORMATION

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NIMTECH CORP.

Condensed Balance Sheets

(Unaudited)

		October 31, 2015		July 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	2,179	$	5,927
Prepaid expenses		650		1,650
Accounts receivable		50		50
Inventory		763		1,100
Total current assets		3,642		8,727
Fixed Assets
Equipment		8,047		8,047
Accumulated depreciation		(1,340)		(938)
Total Fixed Assets, net		6,707		7,109
Total assets	$	10,349	$	15,836
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts Payable	$	500	$	-
Loan from director		17,387		17,387
Total current liabilities		17,887		17,387
Total liabilities		17,887		17,387
Stockholders’ equity (deficit)
Common stock:  75,000,000 shares authorized, $0.001 par value; 6,040,000 shares issued and outstanding as of October 31, 2015 and July 31, 2015		6,040		6,040
Additional paid-in capital		22,860		22,860
Accumulated deficit		(36,438)		(30,451)
Total stockholders’ equity (deficit)		(7,538)		(1,551)
Total liabilities and stockholders’ equity (deficit)	$	10,349	$	15,836

See accompanying notes to these condensed unaudited financial statements.

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NIMTECH CORP.

Condensed Statements of Operations

(Unaudited)

 

 

		Three months ended October 31, 2015		Three months ended October 31, 2014
Revenue	$	2,310	$	-
Cost of Goods Sold		(337)		-
Gross Profit		1,973
Expenses
General and Administrative Expenses		7,960		6,095
Total expenses		7,960		6,095
Net income (loss) from operations		(5,987)		(6,095)
Income tax		-		-
Net income (loss)	$	(5,987)	$	-
Loss per share, basic and diluted	$	(0.00)*	$	(0.00)*
Weighted average shares outstanding: basic and diluted		6,040,000		3,500,000

 

 

 

 

 

 

 

 

 

 

*                   denotes a loss of less than $(0.01) per share.

See accompanying notes to these condensed unaudited financial statements.

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NIMTECH CORP.

Condensed Statements of Cash Flows

 (Unaudited)

			Three months ended October 31, 2015				Three months ended October 31, 2014
Cash flows from operating activities:
Net loss for the period	$		(5,987)		$		(6,095)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation			402				-
Changes in operating assets and liabilities:
Decrease in inventory			337				-
Decrease in prepaid expenses			1,000
Increase in accounts payable			500				-
Cash flows used in operating activities			(3,748)				(6,095)
Cash flows from investing activities			-				-
Cash flows used in investing activities			-				-
Cash flows from financing activities:
Proceeds from sale of common stock			-				-
Loans from director			-				10,980
							-
Cash flows provided by financing activities			-				10,980
Net increase (decrease) in cash			(3,748)				4,885
Cash, beginning of period			5,927				1,124
Cash, end of period	$		2,179		$		6,009
Supplemental Disclosures:
Interest paid		–				–
Income taxes paid		-				-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to these condensed unaudited financial statements.

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NIMTECH CORP.

Notes to the Condensed (Unaudited) Financial Statements

For the three months ended October 31, 2015 and October 31, 2014

NOTE 1. Nature of Operations

NIMTECH CORP. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on February 4, 2014. We were formed to manufacture and sell paper cup products in Turkey.  

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which assume the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company currently has capital working capital deficit, has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time and currently does not have the funding available to implement its business plan. Accordingly, there is substantial doubt about the Company’s 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 will 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.  SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is July 31.

Unaudited Interim 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 to Form 10-Q and Article 8 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 our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended October 31, 2015 are not necessarily indicative of the final results that may be expected for the year ended July 31, 2016. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended July 31, 2015.

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NIMTECH CORP.

Notes to the Condensed (Unaudited) Financial Statements

For the three months ended October 31, 2015 and October 31, 2014

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

During the months period ended October 31, 2015 and October 31, 2014 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company’s results of operations, financial position or cash flow.

NOTE 4.  SUBSEQUENT EVENTS

In accordance  with ASC 855-10 the Company has analyzed its operations from October 31, 2015 to the date these financial  statements  were issued and has  determined  that it does not have any  material  subsequent  events  to disclose in these financial statements other than as disclosed above.

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

This quarterly report and other reports filed by NIMTECH CORP.  (“we,” “us,” “our,” or the “Company”), from time to time contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

Overview

We were incorporated in Nevada on February 4, 2014 and established a fiscal year end of July 31. We are in the business of manufacturing and selling paper cup products in Turkey. Since February 4, 2014 date of interception, our Company has generated limited revenues, possess minimal assets and have incurred losses.

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PRODUCT

Our product is high quality disposable paper cups. We are able to produce disposable paper cups of different sizes and with customized printed graphics. Our manufacturing is done by paper cup forming machine ATW-ZB318.

 

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

Results of Operations for the Three Months Ended October 31, 2015 Compared to the three months ended October 31, 2014.

For the three months ended October 31, 2015, the Company had total revenue of $2,310, compared to $0 for the three months ended October 31, 2014. The cost of goods sold was $337 and $0 respectively. The gross profit was $1,973 and 0 for the three months ended October 31, 2015 and October 31, 2014 respectively. These revenues in 2015 related to the sales to one customer.

Total operating expenses for the three months ended October 31, 2015 and October 31, 2014 were $7,960 and $6,095. For the three months ended October 31, 2015, included in total operating expenses were depreciation expense of $402, professional fees of $3,250, regulatory filing expenses of $2,500, rent of $1,500, and bank charges of $308. For the three months ended October 31, 2014, included in total operating expenses were professional fees of $5,350, regulatory filing expenses of $405, and bank charges of $339.  

The net loss for the three months ended October 31, 2015 and October 31, 2014 was $5,987 and $6,095 respectively, due to the factors discussed above.

Liquidity and Capital Resources and Cash Requirements

At October 31, 2015, the Company had cash of $ 2,179. Furthermore, the Company had a working capital deficit of $14,245 compared with $8,660 at July 31, 2015. The increase in working capital deficit is attributed to the use of cash for day-to-day obligations.

As of October 31, 2015, we financed our working capital requirements with issuance of shares and loans from the director.  

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We are planning to raise $90,000 through public offering. There is no assurance that full amount, or any amount, will be obtained. The following table sets forth the uses of proceeds for the twelve months assuming the funding of 33%, 66%, and 100%, respectively:

Percentage of shares sold	33%	66%	100%
Offering Amount	$30,000	$60,000	$90,000
Number of paper cup forming machines to be purchased	1	2	3
Legal and Professional fees	$7,000	$7,000	$7,000
Lease expenses	$6,000	$6,000	$6,000
Raw materials	$3,000	$8,000	$12,000
Testing	$1,000	$2,000	$3,000
Paper cup forming machines	$8,000	$16,000	$24,000
Marketing	$3,100	$15,500	$30,700
Website	-	$2,000	$2,000
Salary	$1,800	$2,700	$3,600
Other expenses	$100	$800	$1,700

There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Future Financing Requirements

We will need to obtain proper funding from equity and/or additional debt financing in order to be able to fulfill our projections. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on our ability to achieve our business objectives and will greatly affect our ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long‐lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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Revenue Recognition

Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred; the selling price is fixed and determinable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Effect of New Accounting Standards

See Note 2, “Summary of Significant Accounting Policies,” included in the Notes to the Condensed Financial Statements contained elsewhere in this report for a discussion of recent accounting developments and their impact on our consolidated financial statements. None of the new accounting standards are anticipated to materially impact us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

No applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of October 31, 2015. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

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Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a‐15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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 or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2015 using the criteria established in “Internal Control ‐ Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2015, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

 We did not maintain appropriate financial reporting controls – As of October 31, 2015, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process. As at October 31, 2015, our company did not have sufficient financial reporting controls with respect to timely financial reporting and the ability to process complex accounting issues. Subsequent to October 31, 2015, our company has obtained the necessary assistance to ensure that the performance of complex accounting issues can be performed accurately and on a timely basis.

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Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2015 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Attestation Report of the Registered Public Accounting Firm

Pritchett, Siler & Hardy PC, our independent registered public auditors, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of October 31, 2015  pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this quarterly report.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during our last fiscal quarter 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 know of no material, existing or pending legal proceedings against our Company, 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 interest.

Item 1A.	Risk Factors.

Not applicable to smaller reporting companies.

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

None

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Item 3.	Defaults Upon Senior Securities.

There were no senior securities issued and outstanding during the quarter ended October 31, 2015

Item 4.	Mine Safety Disclosure.

Not applicable to our Company.

Item 5.	Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6.	Exhibits.

The following exhibits are included as part of this report by reference:

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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SIGNATURES

 

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

	NIMTECH CORP.
		(Registrant)
Dated: December 11, 2015
	By:	/s/ Badria Alhussin
		Name:	Badria Alhussin
		Title:	Principal Executive, Financial Officer and
			Chief Accounting Officer

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