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

 

[   ] 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 333-202841

 

 

 

ILLUMITRY CORP.

(Exact name of small business issuer as specified in its charter)

 

 

Nevada

7389

36-4797609

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

 

 

 

 

Sasunci Davit Square, Yerevan, Armenia

 (Address of principal executive offices)

 

+17027512912

(Issuer's telephone number)

 

illumitrycorp@gmail.com

(Issuer's email)

 

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 þ       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. (Check one):

 

Large accelerated filer o

 

Large accelerated filer o

 

Non-accelerated filer o

Smaller reporting company þ

 

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

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   3,625,000 common shares issued and outstanding as of June 30, 2016.

 


 

ILLUMITRY CORP.

 

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

 

 

Page

PART I

 FINANCIAL INFORMATION:

 

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

 

Balance Sheets as of June 30, 2016 (Unaudited) and December 31, 2015

 

Statements of Operations for the three and six months period ended June 30, 2016 and June 30, 2015  (Unaudited)

4

 

5

 

 

 

 

Statements of Cash Flows for the six months period ended June 30, 2016 and June 30, 2015 (Unaudited)

6

 

 

 

 

Notes to the Financial Statements (Unaudited)

7

 

 

 

Item 2.

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

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

PART II

OTHER INFORMATION:

 

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 1A

Risk Factors

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

12

 

 

 

Item 4.

Submission of Matters to a Vote of Securities Holders

12

 

 

 

Item 5.

Other Information

12

 

 

 

Item 6.

Exhibits

13

 

 

 

 

 Signatures

 

 

 

2

 


 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

The accompanying interim financial statements of Illumitry Corp. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

 

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

 

3

 


 

ILLUMITRY CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

 

ASSETS

 

June 30, 2016 (Unaudited)

 

 

December 31, 2015

(Audited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

$

1,505

 

$

176

 

Inventory

 

368

 

 

871

 

Prepaid Expenses

 

1,484

 

 

-

 

Total Current Assets

$

3,357

 

$

1,047

 

 

 

 

 

 

 

 

Fixed Assets

 

 

 

 

 

 

Equipment/Website

 

5,252

 

 

5,252

 

Accumulated Amortization

 

(1,338

)

 

 

(892

)

Total Fixed Assets

 

3,914

 

 

4,360

 

 

 

 

 

 

 

 

Total Assets

$

7,271

 

$

5,407

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Deferred revenue

  $

480

 

 $

-

 

Loan from director

 

11,400

 

 

10,900

 

 

 

 

 

 

 

 

Total Liabilities

 

11,880

 

 

10,900

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 3,625,000 and 3,025,000 shares issued and outstanding respectively

 

3,625

 

 

3,025

 

Additional paid-in capital

 

11,707

 

 

460

 

Deficit accumulated during the development stage

 

(19,941

)

 

 

(8,978

)

 

 

 

 

 

 

 

Total Stockholder’s Equity

 

(4,609

)

 

 

(5,493

)

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

$

7,271

 

$

5,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.

4

 


 

ILLUMITRY CORP.

CONDENSED STATEMENTS OF OPERATIONS

 (UNAUDITED)

 

 

 

 

Three months ended June 30, 2016

Six months ended June 30, 2016

Three months ended June 30, 2015

Six months ended June 30, 2015

 

 

 

 

 

REVENUES

$

2,500

$

4,400

$

2,755

$

4,003

Cost of Goods Sold

255

503

-

-

Gross Profit

2,245

3,897

2,755

4,003

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and Administrative Expenses

4,962

14,860

3,793

9,773

TOTAL OPERATING EXPENSES

4,962

14,860

3,793

9,773

 

 

 

 

 

NET LOSS FROM OPERATIONS

(2,717

)

(10,963

)

(1,038

)

(5,770

)

 

 

 

 

 

PROVISION FOR INCOME TAXES

-

 

 

 

 

 

 

 

 

NET LOSS

$

(2,717

)

$

(10,963

)

$

(1,038

)

$

(5,770

)

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00

)

$

(0.00

)

$

(0.00

)

$

(0.00

)

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

3,625,000

3,481,044

3,000,000

3,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.

5

 


 

ILLUMITRY CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

Six months ended June 30, 2016

Six months ended June 30, 2015

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss for the period

$

(10,963

)

$

(5,770

)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

Inventory

503

(610

)

Prepaid Expenses

(1,484

)

600

Deferred revenue

480

-

Amortization

446

446

CASH FLOWS USED IN OPERATING ACTIVITIES

(11,018

)

(5,334

)

 

 

 

CASH FLOWS FROM INVESTING  ACTIVITIES 

 

 

Purchase of Fixed Assets

-

-

CASH FLOWS USED IN INVESTING  ACTIVITIES 

-

-

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES 

 

 

Proceeds from sale of common stock

600

-

Additional paid in capital

11,247

-

Loan

500

3,000

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

12,347

3,000

 

 

 

NET INCREASE IN CASH

1,329

(2,334

)

 

 

 

 

 

Cash, beginning of period

176

3,500

 

 

 

Cash, end of period

$

1,505

$

1,166

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$

0

$

0

Income taxes paid

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.

6

 


 

ILLUMITRY CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND JUNE 30, 2015

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Illumitry Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on October 17, 2014. We are a development-stage company formed to commence operations in a field of embroidery on fabric, furnishings, and clothing in Armenia.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues and incurred losses as of June 30, 2016.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, 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.

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the period shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2015.

 

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, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the six months period ended June 30, 2016 and June 30, 2015.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $1,505 of cash as of June 30, 2016.

 

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

 

 

7

 


 

ILLUMITRY CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND JUNE 30, 2015

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

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.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. 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. There were no potentially dilutive debt or equity instruments issued or outstanding as of June 30, 2016.

 

Comprehensive Income

Comprehensive income is defined as all changes in stockholders' deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of June 30, 2016 there were no differences between our comprehensive loss and net loss.

 

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 other than those relating to Development Stage Entities as discussed above.

 

NOTE 4 – LOAN FROM DIRECTOR

 

As of June 30, 2016 our sole director has loaned to the Company $11,400 pursuant to the Verbal Agreement. This loan is unsecured, non-interest bearing and due on demand.

 

The balance due to the director was $11,400 as of June 30, 2016.

 

 

 

 

8

 


 

ILLUMITRY CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND JUNE 30, 2015

 

NOTE 5 – FIXED ASSETS

 

 

Equipment

 

Website

 

Totals

Cost

 

 

 

 

 

 

As at December 31, 2015

$

4,452

$

800

$

5,252

Additions

 

-

 

-

 

-

Disposals

 

-

 

-

 

-

As at June 30, 2016

$

4,452

$

800

$

5,252

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

As at December 31, 2015

 

892

 

-

 

892

Change for the period

 

446

 

-

 

446

As at June 30, 2016

$

1,338

$

-

$

1,338

 

 

 

 

 

 

 

Net book value

$

3,114

$

800

$

3,914

 

We recognized depreciation expense of $1,338 in respect of equipment as of June 30, 2016. No depreciation was recognized in respect of the website from inception to June 30, 2016, as the website was not yet operational during the period.

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

On November 14, 2014, the company issued a total of 3,000,000 common shares to its founder for a cash contribution of $3,000.

 

During November 2015, the company issued a total of 25,000 common shares for cash contribution of $484 at $0.02 per share.

 

During January 2016, the company issued a total of 50,000 common shares for cash contribution of $955 at $0.02 per share.

 

During February 2016, the company issued a total of 525,000 common shares for cash contribution of $10,392 at $0.02 per share.

 

During March 2016, the company issued a total of 25,000 common shares for cash contribution of $500 at $0.02 per share.

 

There were 3,625,000 shares of common stock issued and outstanding as of June 30, 2016.

 

NOTE 7 – RESTATEMENT

 

There are adjustments in the structure of the Company’s liabilities and shareholders’ equity: $500 increase in Loan from Director and $25 decrease in Common Stock and $475 decrease in Additional Paid In Capital.

 

 

As Reported

As Restated

Loans

10,900

11,400

Common Stock

3,650

3,625

Additional Paid In Capital

12,182

11,707

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Company has entered in the one year rental agreement starting on August 16, 2015 and ending on August 16, 2016, with monthly price of $200. The office is 30 square meters in underground passage on Sasunci Davit Square, Yerevan, Armenia.

 

The prepaid expense of $1,484 is for prepaid rent.

 

 

9

 


 

ILLUMITRY CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND JUNE 30, 2015

 

NOTE 9 – INCOME TAXES

 

As of June 30, 2016 and December 31, 2015, the Company had net operating loss carry forwards of approximately $19,941 and $8,978 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The provision for Federal income tax consists of the following:

 

June 30, 2016

 

December 31, 2015

    Federal income tax benefit attributable to:

 

 

 

Current Operations

$

3,727

$

3,018

Less: valuation allowance

(3,727

)

 

(3,018

)

Net provision for Federal income taxes

$

0

$

0

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

 

June 30, 2016

 

December 31, 2015

Deferred tax asset attributable to:

 

 

 

Net operating loss carryover

$

6,780

$

3,053

Less: valuation allowance

(6,780

)

 

(3,053

)

Net deferred tax asset

$

0

$

0

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $19,941 as of June 30, 2016 compare to $8,978 as of December 31, 2015 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 the Company has analyzed its operations from June 30, 2016 to July __, 2016, 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.

 

ITEM 2.

MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENT NOTICE

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

10

 


 

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

 

GENERAL

 

Illumitry Corp. was incorporated in the State of Nevada on October 17, 2014 and established a fiscal yearend of December 31. We have generated limited revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations in a field of embroidery on fabric and cloth in Armenia.

 

PRODUCT

 

Our product can be represented as embroidery products. Embroidery products include, but are not limited to: logos on work wear, images on cloth, patches, embroidery on hats, jackets, and on linen, blankets, leather upholstery and others.  Our embroidery machine operates through the computer and which allows us to embroider on almost any kind of item.  The main product of our production is embroidery on fabric. With our embroidery you can complete your appearance with the special embroidery label on your cloth which you could create by your own, making it the perfect finishing touch in a total view and make you feel unique. For big companies it is very useful to make them more known and recognizable.

 

We plan to enter the market with embroidery production assortment. Illumitry Corp. specializes in embroidery production, oriented on potential customers. In Armenia, embroidery is a main part of the traditional Armenian clothing, which makes our business more attractive for customers.

 

EQUIPMENT

 

We have purchased one computer operated embroidery machine for embroidery mostly on any surface. The embroidery machine includes the machine with installed computer and all raw materials necessary for setting up and testing.

Embroidery machine is not large, is user-friendly, and is simple to operate. 

 

Technical characteristics:

 

Model Number:              ELUCKY EG1501CS

Power:                             100V/60Hz to 240V/50Hz

Weight:                             130 kg

Dimensions:                   800*800*1600MM

Max speed:                      1200SPM high speed

 

RESULTS OF OPERATIONS

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As at June 30, 2016, our total assets were $7,271. Total assets were comprised of $3,357 in current assets and $3,914 in fixed assets.

 

As at June 30, 2016, our current liabilities were $11,880 and Stockholders’ equity was a deficit of $4,609.

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the six months ended June 30, 2016 net cash flows used in operating activities was $11,018 and $5,334 for the six months ended June 30, 2015.

 

11

 


 

CASH FLOWS FROM INVESTING ACTIVITIES

 

For the six months ended June 30, 2016 and June 30, 2015 we did not have any cash flows used in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

 

For the six months ended June 30, 2016 and June 30, 2015 net cash flows used in financing activities was $12,347 and $3,000 respectively.

 

PLAN OF OPERATION AND FUNDING

 

Our cash reserves are not sufficient to meet our obligations for the next twelve months period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock, from selling our products and from our sole officer and director loan. Ms. Sukiasyan, our sole officer and director, has agreed to land funds to the Company. She has signed an agreement which evidencing the obligation loan funds to the Company if it is needed in case of not raising sufficient funds from this offering.

 

OFF-BALANCE SHEET ARANGEMENTS

 

As of the date of this Quarterly Report, 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 are material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is 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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s 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.

 

 

12

 


 

ITEM 1A.

RISK FACTORS

 

None

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITES

 

None

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS

 

None

 

ITEM 5.

OTHER INFORMATION

 

None

 

ITEM 6.

EXHIBITS

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

 

 

 

 

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.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Ayasa, 53 Yerevan, Armenia, 0015, on July __, 2016.

 

        

 

 

 

Illumitry Corp.

 

 

 

 

By:

/s/

Arusyak Sukiasyan

 

 

 

Name:

Arusyak Sukiasyan

 

 

 

Title:

President, Treasurer and Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

 

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