Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Road Marshall, Inc. | ex32.htm |
| EX-31 - EX-31 - Road Marshall, Inc. | ex31.htm |
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, 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: 333-208472
Road Marshall, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 00-0000000 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 194 Pandan Loop #05-08 Singapore | 128383 | |
| (Address of principal executive offices) | (Zip Code) | |
N/A
(Former name if changed since last report)
Indicate by check mark whether the registrant (1) 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] 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 (Section 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). [X]Yes [ ] 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.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |||
| Non-accelerated filer | [ ] (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).
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 11, 2016: 20,000,000 shares of common stock.
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Road Marshall, Inc.
INDEX
PART I-FINANCIAL INFORMATION
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PART I - FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
Road Marshall, Inc.
(Unaudited)
| June 30, 2016 |
September 30, 2015 | ||||||||
| ASSETS | |||||||||
| Cash and cash equivalents | $ | 25,000 | $ | 8,000 | |||||
| TOTAL ASSETS | $ | 25,000 | $ | - | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY ( DEFICIT) | |||||||||
| CURRENT LIABILITIES: | |||||||||
| Accrued expenses | $ | 2,700 | $ | 8,000 | |||||
| Total Current Liabilities | 2,700 | 8,000 | |||||||
| STOCKHOLDERS' EQUITY (DEFICIT): | |||||||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; 100,000 issued and outstanding as of June 30, 2016 and September 30, 2015) | 10 | 10 | |||||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2016 and 15,000,000 issued and outstanding as of September 30, 2015) | 2,000 | 1,500 | |||||||
| Additional paid in capital | 48,796 | 400 | |||||||
| Accumulated deficit | (28,506) | (9,910) | |||||||
| Total Stockholders' Equity (Deficit) | 22,300 | (8,000) | |||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 25,000 | $ | - | |||||
See Accompanying Notes to Unaudited Financial Statements
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Road Marshall, Inc.
(UNAUDITED)
| For the three months ended June 30, 2016 | For the nine months ended June 30, 2016 | ||||
| Operating Expenses | |||||
| General and administrative expenses | $ | 2,750 | $ | 18,596 | |
| Total Operating Expenses | 2,750 | 18,596 | |||
| Net loss | $ | (2,750) | $ | (18,596) | |
| Net loss per common share - Basic and Diluted | $ | (0.00) | $ | (0.00) | |
| Weighted average number of common shares outstanding - Basic and Diluted | 17,362,637 | 15,784,672 | |||
See Accompanying Notes to Unaudited Financial Statements
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Road Marshall, Inc.
(UNAUDITED)
| For the nine months ended June 30, 2016 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | (18,596) | ||
| Adjustments to reconcile Net loss to net cash used in operating activities: | ||||
| Expenses contributed by shareholder | 23,896 | |||
Changes in operating assets and liabilities |
||||
| Accrued Expenses | (5,300) | |||
| Net cash used in operating activities | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from the sale of common stock | 25,000 | |||
| Net cash provided by financing activities | 25,000 | |||
| Net Change in Cash | 25,000 | |||
| Cash at beginning of period: | - | |||
| Cash at end of period: | $ | 25,000 | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
| Interest paid | $ | - | ||
| Income taxes paid | $ | - | ||
See Accompanying Notes to Unaudited Financial Statements
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NOTES TO FINANCIAL STATEMENTS
For the period ENDED June 30, 2016
(UNAUDITED)
Note 1 - Organization and Description of Business
Road Marshall, Inc. (the Company) was incorporated under the laws of the State of Delaware on September 17, 2015. Road Marshall, Inc. is a technology company engaged in the development of a mobile application for iOS and Android devices.
The Company has elected September 30th as its year end.
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted.
Note 2 - 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 that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash flow from operating activities, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
Contributions
During the nine months ended June 30, 2016, $23,896 in expenses were paid by our Chief Executive Officer Engchoon Peh on behalf of the Company. These expenses are considered contributions to capital and consisted mostly of professional and filing fees.
NOTE 4 - EQUITY
On May 18, 2016 the Company sold 5,000,000 shares of common stock at a price of $0.005 per share, resulting in $25,000 proceeds to the Company.
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENTS
This Quarterly Report of Road Marshall, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
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. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of 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.
PLAN OF OPERATION
Currently, we are a company with the intent to become one of the, if not the primary, leading publicly traded iOS and Android application development and promotion companies in the industry. Our proprietary application that is fully developed is called Road Marshall. Road Marshall is an application which we believe will be invaluable to its users in the event of car trouble and we believe it may revolutionize the way tow truck companies are found within the United States, and eventually around the world.
It is worth noting that our application Road Marshall is currently free to download and use. The Company intends to monetize the mobile application through third party advertisements. These advertisements could include, but not strictly be limited to, their products, services, and or other mobile applications that are not in direct competition to our own (such as application games for example). At this point in time there are no agreements in place with any specific advertisers, and our plan to monetize our application through advertisements remains in the planning stages.
We will only begin monetizing the application through advertisements when the application has gained a larger user base. We believe that when a sufficient user base has been achieved then the addition of unobtrusive advertisements will not materially impact the number of users who utilize Road Marshall. There is also the possibility that Road Marshall may insert “in app” purchases whereby a user can purchase upgraded services or products within the app. However, this is speculative and is only mentioned as a possibility down the line if we are not generating sufficient revenue from the use of advertisements alone. At present, no definitive plans are in place for any “in app” purchases. At present we intend to further develop features of the application, and we also plan to develop a strategy to attain a broad user base. The timeline of the aforementioned is undetermined.
RESULTS OF OPERATIONS
For the three months ended June 30, 2016
We generated no revenues for the three months ended June 30, 2016. Our operating expenses were $2,750 for the three months ended June 30, 2016. Operating expenses were solely general and administrative in nature and consisted primarily of professional and consulting fees. Our net loss for the three month period ended June 30, 2016 was $2,750.
For the nine months ended June 30, 2016
We have generated no revenues to date.
Our operating expenses were $18,596 for the nine months ended June 30, 2016. Operating expenses were solely general and administrative in nature and consisted primarily of professional and consulting fees. Our net loss for the nine month period ended June 30, 2016 was $18,596.
LIQUIDITY AND CAPITAL RESOURCES
We have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2016 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
We had no material commitments for capital expenditures as of June 30, 2016.
As of June 30, 2016 we are holding $25,000 in cashier’s checks to be deposited. For future expenses exceeding $25,000, we intend to be funded by our officers and directors until we can generate revenue from our application, Road Marshall. There is a possibility that our officers and directors may not loan or provide us any such funds.
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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 that is material to investors.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
ITEM 4 |
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’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 disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective.
Changes in Internal Controls over Financial Reporting
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended June 30, 2016 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.
There have been no material changes to the risk factors contained in our Form S-1 filed April 20, 2016.
Item 2 Unregistered Sales of Equity Securities
On September 29, 2015 the Company issued the following quantities of restricted stock at par value ($0.0001) to the below individuals in exchange for the comprehensive rights and ownership to the mobile application “Road Marshall”, which includes the code and rights to distribute or sell the application through various marketplaces. Following the below share issuances the Company became the owner of the mobile application and the code that makes up the application. There is no formal agreement for the transfer of ownership of the mobile application. The ownership was transferred through a board minute which was approved by the board of directors who are listed below and who received shares for the mobile application.
| Name of Individual | Shares of Common Stock Issued | Shares of Preferred Stock Issued |
| Engchoon Peh | 3,750,000 | 50,000 |
| Guojin Bai | 2,250,000 | - |
| Siew Phek Ong | 2,250,000 | - |
| Guobao Bai | 2,250,000 | - |
| Zhencong Bai | 2,250,000 | 50,000 |
| Pek San Lam | 2,250,000 | - |
| Total | 15,000,000 | 100,000 |
Item 3 Defaults Upon Senior Securities
None.
Item 4 Mine Safety Disclosures
Not applicable.
None.
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Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended June 30, 2016 (2) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
| (1) | Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on April 20, 2016 and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
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In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Road Marshall, Inc.
Dated: August 11, 2016
| By: | /s/ Engchoon Peh | |
| Engchoon Peh, Chief Executive Officer (Principal Executive Officer), Director |
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