Attached files
| file | filename |
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| EX-31.1 - EX-31.1 - LUMIOX, INC. | ex-31_1.htm |
| EX-32.1 - EX-32.1 - LUMIOX, INC. | ex-32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10–Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2016
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: 333-201647
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LUMIOX, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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61-1742034
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Office 7, Vaynor House 2, Vaynor Road
Milford Haven, Pembrokeshire, UK SA73 2NB
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(Address of principal executive offices)
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08081782620
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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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 [ ]
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 (Check one).
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] No []
As of March 10, 2016, there 25,000,000 shares of the issuer’s common stock, par value $0.001, outstanding.
LUMIOX, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2016
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PAGE
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Item 1.
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3 | |
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Item 2.
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11 | |
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Item 3.
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14 | |
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Item 4.
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14 | |
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Item 1.
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15 | |
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Item 1A.
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15 | |
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Item 2.
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15 | |
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Item 3.
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15 | |
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Item 4.
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15 | |
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Item 5.
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15 | |
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Item 6.
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16 | |
| 17 |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's October 31, 2015 Form 10K filed with the Securities and Exchange Commission on January 7, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending October 31, 2016.
LUMIOX, INC.
UNAUDITED FINANCIAL STATEMENTS
For The Three Months Ended January 31, 2016
TABLE OF CONTENTS
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Page
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Lumiox, Inc.
(Unaudited)
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January 31, 2016
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October 31, 2015
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ASSETS
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Current Assets
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Inventory
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$
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1,762
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$
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1,762
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TOTAL ASSETS
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$
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1,762
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$
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1,762
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LIABILITIES AND STOCKHOLDER'S DEFICIT
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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23,465
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$
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13,256
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Due to related party
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322
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322
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TOTAL LIABILITIES
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23,787
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13,578
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STOCKHOLDER'S DEFICIT
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Common stock, par value $0.001, 75,000,000 shares authorized, 25,000,000 shares issued and outstanding
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25,000
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25,000
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Accumulated deficit
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(47,025
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)
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(36,816
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)
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TOTAL STOCKHOLDER'S DEFICIT
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(22,025
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)
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(11,816
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)
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TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
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$
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1,762
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$
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1,762
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The accompanying notes are an integral part of these financial statements.
Lumiox, Inc.
(Unaudited)
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Three Months Ended
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January 31, 2016
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January 31, 2015
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REVENUES
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$
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-
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$
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-
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OPERATING EXPENSES
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General and administrative
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609
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929
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Professional fees
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9,600
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3,600
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Total Operating Expenses
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10,209
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4,529
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NET LOSS BEFORE INCOME TAX
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(10,209
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)
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(4,529
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)
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Provision for income taxes
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-
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-
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NET LOSS
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$
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(10,209
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)
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$
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(4,529
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)
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Basic and Diluted Net Loss per Common Share
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$
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(0.00
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)
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$
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(0.00
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)
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Basic and Diluted Weighted Average Common Shares Outstanding
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25,000,000
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25,000,000
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The accompanying notes are an integral part of these financial statements.
Lumiox, Inc.
(Unaudited)
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Three Months Ended
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January 31, 2016
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January 31, 2015
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(10,209
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)
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$
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(4,529
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)
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Adjustment to reconcile net loss to net cash provided by operations:
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Changes in operating assets and liabilities:
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Inventory
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-
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(1,762
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)
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Accounts payable and accrued liabilities
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10,209
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-
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Net cash used in operating activities
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-
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(6,291
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)
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Net decrease in cash and cash equivalents
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-
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(6,291
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)
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Cash and cash equivalents - beginning of period
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-
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15,483
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Cash and cash equivalents - end of period
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$
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-
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$
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9,192
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Supplemental Cash Flow:
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Cash paid for interest
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
LUMIOX, INC.
January 31, 2016
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
LUMIOX, INC. (the “Company”) is a Nevada corporation incorporated on July 18, 2014. It is based in Fernley, NV, USA, and the Company’s fiscal year end is October 31.
The Company intends to engage in the business of online light-lighting-distribution and Wholesale. To date, the Company’s activities have been limited to its formation and the raising of equity capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and presented in US dollars.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2016 and October 31, 2015, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's October 31, 2015 audited financial statements filed in form 10K on January 7, 2016. The results of operations for the period ended January 31, 2016 are not necessarily indicative of the operating results for the full years ending October 31, 2016.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the period ended January 31, 2016, the Company earned no revenues and had a net loss from operations of $10,209. At January 31, 2016, the Company had working capital deficiency of $22,025 and an accumulated deficit of $47,025.The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - EQUITY
Authorized Stock
The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Common Shares
On August 14, 2014, the company issued 25,000,000 shares to an officer and director at $0.001 per for $25,000 cash.
As at January 31, 2016 and October 31, 2015, the Company had 25,000,000 shares issued and outstanding.
NOTE 5 - RELATED PARTY TRANSACTIONS
On August 14, 2014, the company issued 25,000,000 shares to an officer and director at $0.001 per for $25,000 cash.
As at January 31, 2016 and October 31, 2015, the Company was obligated to an officer and director, for an unsecured, non-interest bearing demand loan with a balance of $322.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company has no commitments or contingencies as of January 31, 2016.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 7 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Risk Factors” section in our Registration Statement Form POS AM filed on January 14, 2016. You should carefully review the risks described in our Registration Statement Form S-1/A and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the “Company,” “Lumiox,” “we,” “us,” or “our” are to LUMIOX, INC.
Corporate Overview
LUMIOX, INC. was incorporated in the State of Nevada on July 18, 2014. Lumiox intends to engage in the business of online light-lighting-distribution and Wholesale.
Our fiscal year end is October. Our business address is Office 7, Vaynor House 2, Vaynor Road Milford Haven, Pembrokeshire, UK SA73 2NB. The address of our agent for service in Nevada and registered corporate office is 564 Wedge Lane, Fernley, NV 89408. Our telephone number is 08081782620.
Results of Operations
The following table provides selected financial data about our company for the period ended January 31, 2016 and the year ended October 31, 2015.
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January 31, 2016
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October 31, 2015
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Cash
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$
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-
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$
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-
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Inventory
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$
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1,762
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$
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1,762
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Total Assets
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$
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1,762
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$
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1,762
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Total Liabilities
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$
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23,787
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$
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13,578
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Stockholders’ Deficit
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$
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(22,025
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)
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$
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(11,816
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)
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The following summary of our results of operations, for the three ended January 31, 2016, should be read in conjunction with our financial statements, as included in this Form 10-Q.
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Three Months Ended
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January 31, 2016
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January 31, 2015
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REVENUES
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$
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-
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$
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-
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OPERATING EXPENSES
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General and administrative
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609
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929
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Professional fees
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9,600
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3,600
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Total Operating Expenses
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10,209
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4,529
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NET LOSS BEFORE INCOME TAX
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(10,209
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)
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(4,529
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)
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Provision for income taxes
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-
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-
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NET LOSS
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$
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(10,209
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)
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$
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(4,529
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)
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Three months ending January 31, 2016:
For the three months ended January 31, 2016 and 2015, we had revenue of $0.
For the three months ended January 31, 2016, we incurred $609 in general and administrative expenses and $9,600 in professional fees, resulting in an operating and net loss of $10,209. For the three months ended January 31, 2015, we incurred $929 in general and administrative expenses and $3,600 in professional fees, resulting in an operating and net loss of $4,529. The professional fees were primarily related to our ongoing regulatory requirements.
Liquidity and Capital Resources
Currently we do not have sufficient capital to fund our operations and business development for the next 12 months.
To meet our need for cash, we intended to raise money from our Initial Public Offering (“Offering”). On April 21, 2015, the Company filed a Prospectus as part of its Registration Statement on Form S-1/A which the Company sought to raise $80,000 under the Offering through issuance of 16,000,000 shares at $0.005 per share. The Company amended the Prospectus on January 14, 2016. As of the date of this report, the Company has not yet issued any common stock to investors through this Offering.
To date we have had minimal develop of our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our registration statement and ongoing regulatory expenses.
As at January 31, 2016, our cash balance was $0 and we had current liabilities $23,787.
We had no material commitments for capital expenditures as of January 31, 2016.
We have no known demands or commitments, and we are not aware of any events or uncertainties as of January 31, 2016 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Working Capital
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January 31, 2016
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October 31, 2015
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Current Assets
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$
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1,762
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$
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1,762
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Current Liabilities
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$
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23,787
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$
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13,578
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Working Capital
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$
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(22,025
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)
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$
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(11,816
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)
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Cash Flows
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Three Months Ended
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Three Months Ended
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January 31, 2016
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January 31, 2015
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Cash Flows used in Operating Activities
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$
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-
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$
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(6,291
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Cash Flows from Investing Activities
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-
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-
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Cash Flows from Financing Activities
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-
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-
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Net Decrease in Cash During Period
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$
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-
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$
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(6,291
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)
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As at January 31, 2016 and October 31, 2015, our company’s cash balance was $0 total assets were $1,762..
As at January 31, 2016, our company had total liabilities of $23,787, compared with total liabilities of $13,578 as at October 31, 2015.
As at January 31, 2016, our company had working capital deficiency of $22,025 compared with working capital deficiency of $11,816 as at October 31, 2015. The decrease in working capital was primarily attributed to increase of accounts payable for professional fees related to our ongoing regulatory requirements.
Cash Flow from Operating Activities
During the three months ended January 31, 2016, our company used $0 in cash from operating activities, compared to $6,291 cash used in operating activities during the three months ended January 31, 2015. The cash used from operating activities for the three months ended January 31, 2015 was attributed to professional fees related to the Company’s registration statement as well as the purchase of inventory.
Cash Flow from Investing Activities
The company did not use any funds for investing activities in the three months ended January 31, 2016.
Cash Flow from Financing Activities
The company did not use any funds for financing activities in the three months ended January 31, 2016.
Going Concern
Our auditors issued a going concern opinion on our financial statements as of and for the period ended October 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to cover operating costs or raised enough funds. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investment by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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 (our principal executive officer, principal financial officer and principle 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 (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to our limited number of officers and members of the Board of Directors.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended January 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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 beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
We did not issue unregistered equity securities during the period ended January 31, 2016.
None.
Not applicable.
None.
The following exhibits are included as part of this report:
| Exhibit No. | Description |
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31.1
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32.1
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101.INS*
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XBRL Instance
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculations
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101.DEF*
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XBRL Taxonomy Extension Definitions
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101.LAB*
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XBRL Taxonomy Extension Labels
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101.PRE*
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XBRL Taxonomy Extension Presentation
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* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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.
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LUMIOX, INC.
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(Registrant)
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Dated: March 15, 2016
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/s/ Michael Paul Jarvie
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Michael Paul Jarvie
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President (principal executive officer),
Chief Financial Officer (principal accounting officer),
Secretary Treasurer and Member of the Board of Directors
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17