Vortex Blockchain Technologies Inc. - FORM 10-Q

Attached files

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EX-32 - UA GRANITE CERTIFICATION - Vortex Blockchain Technologies Inc.	exhibit32.htm
EX-31 - UA GRANITE CERTIFICATION - Vortex Blockchain Technologies Inc.	exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ 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

Commission file number: 333-189414

UA GRANITE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

80-0899451

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

10 Bogdan Khemlnitsky Street #13A

Kiev, Ukraine 01030

(Address of principal executive offices) (Zip Code)

(380) 636419991

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 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 ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required

to submit and post such files). Yes ¨ No þ

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 ¨ 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 ¨

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the

latest practicable date. The number of shares outstanding of the registrant’s common stock, $0.00001 par

value (the only class of voting stock), at August 23, 2016, was 5,650,000.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

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

Results of Operations

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Item 4. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

Signatures

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to UA Granite Corporation.,

a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying

unaudited condensed consolidated financial statements included in this Form 10-Q reflect all adjustments

(consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations

for the periods presented. The results of operations for the periods presented are not necessarily

indicative of the results to be expected for the full year.

UA Granite Corporation

Balance Sheets

(unaudited)

June 30, 2016

March 31, 2016

ASSETS

Current Assets

Cash

210 $

Total Assets

210 $

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Accounts Payable and Accrued Liabilities

1,086 $

1,460

Accounts Payable - Related Party

27,569

21,500

Due to Directors

13,703

Total Liabilities

42,358

36,663

Stockholders’ Equity (Deficit)

Common Stock (75,000,000 shares authorized, par value $0.00001,

5,650,000 and 5,650,000 shares issued and outstanding) at June 30,

2016 and March 31, 2016 respectively

Additional Paid in Capital

29,237

28,470

Accumulated deficit

(71,442)

(65,095)

Total Stockholders’ Equity (Deficit)

(42,148)

(36,568)

Total Liabilities and Stockholders’ Equity (Deficit)

210 $

The accompanying notes are an integral part of these condensed consolidated financial statements.

UA Granite Corporation

Statements of Operations

(Unaudited)

Three Month Period

Ended

June 30, 2016

June 30, 2015

Operating Expenses

Legal and accounting

622 $

1,500

Consulting

1,190

7,069

General and administrative

3,768

Total Operating Expenses

5,580

8,569

Other Expense

Imputed interest expense

767

234

Net Loss

(6,347) $

(8,803)

Net Loss Per Common Share – Basic and Diluted $

(0.00) $

(0.00)

Weighted Average Number of Common Shares

Outstanding

5,650,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

UA Granite Corporation

Condensed Statements of Cash Flows

(Unaudited)

Three Month

Period Ended

June 30,

2016

2015

Operating Activities

Net loss

(6,347)

(8,803)

Adjustment to reconcile net loss to net cash used

by operating activities:

Imputed interest

767

234

Changes in operating assets and liabilities:

Accounts payable – related party

2,569

Accounts payable and accrued liabilities

(374)

4,553

Net Cash Used in Operating Activities

(3,385)

(4,016)

Financing Activities

Proceeds from a related party

3,500

1,500

Net Cash Provided by Financing Activities

3,500

1,500

Increase (Decrease) in Cash

115

(2,516)

Cash - Beginning of Period

3,118

Cash - End of Period

210 $

602

There were no non-cash investing and financing transactions for the three month periods ended June 30,

2016 and June 30, 2015.

The accompanying notes are an integral part of these condensed consolidated financial statements.

UA Granite Corporation

Statement of Changes in Stockholders’ Deficit

From March 31, 2015 to June 30, 2016

(unaudited)

Common Stock

Additional

Paid

Accumulated

Amount

in Capital

Deficit

Total

Balances at March 31, 2015

5,650,000 $ 57

26,927 $ (40,698) $ (13,714)

Imputed interest

1,543

Net loss

(24,397)

Balances at March 31, 2016

5,650,000 $ 57

28,470 $ (65,095) $ (36,568)

Imputed interest

767

Net loss

(6,347)

Balances at June 30, 2016

5,650,000 $ 57

29,237 $ (71,442) $ (42,148)

The accompanying notes are an integral part of these condensed consolidated financial statements.

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY

UA Granite Corporation (the “Company”) was incorporated on February 14, 2013 in the State of Nevada.

The Company does not have any revenues and has incurred losses since inception. Currently, the

Company has no operations, has been issued a going concern opinion and relies upon the sale of our

securities and loans from its sole officer and director to fund operations.

GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will

continue to meet its obligations and continue its operations for the next fiscal year. Realization value may

be substantially different from carrying values as shown and these financial statements do not include any

adjustments to the recoverability and classification of recorded asset amounts and classification of

liabilities that might be necessary should the Company be unable to continue as a going concern. As at

June 30, 2016 the Company has a working capital deficiency, has not generated revenues and has

accumulated losses since inception. The continuation of the Company as a going concern is dependent

upon the continued financial support from its shareholders, the ability of the Company to obtain necessary

equity financing to continue operations, and the attainment of profitable operations. These factors raise

substantial doubt regarding the Company’s ability to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements and related notes are presented in accordance with accounting principles

generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end

is March 31.

USE OF ESTIMATES

The preparation of financial statements in accordance with U.S. generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in

the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and

recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation

allowances. We base our estimates and assumptions on current facts, historical experience and various

other factors that we believe 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 us differ

materially and adversely from our estimates. To the extent there are material differences between our

estimates and the actual results, our future results of operations will be affected.

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with original maturities of three months or less

when acquired, to be cash equivalents. We had no cash equivalents at June 30, 2016 or March 31, 2016.

INCOME TAXES

The Company accounts for income taxes under the provisions issued by the FASB which requires

recognition of deferred tax liabilities and assets for the expected future tax consequences of events that

have been included in the financial statements or tax returns. Under this method, deferred tax liabilities

and assets are determined based on the difference between the financial statement and tax bases of assets

and liabilities using enacted tax rates in effect for the year in which the differences are expected to

reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential

benefit of net operating losses has not been recognized in these financial statements because the Company

cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future

years.

LOSS PER COMMON SHARE

The Company reports net loss per share in accordance with provisions of the FASB. The provisions

require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact

of common stock equivalents. Diluted net loss per share utilizes the average market price per share when

applying the treasury stock method in determining common stock equivalents. As of June 30, 2016 and

March 31, 2016, there were no common stock equivalents outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to

estimate the fair value of all financial instruments included on its balance sheet as of June 30, 2016. The

Company’s financial instruments consist of cash. The Company considers the carrying value of such

amounts in the financial statements to approximate their fair value due to the short-term nature of these

financial instruments.

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

RECENTLY ISSUED ACCOUNTING STANDARDS

a) Recently Adopted Accounting Standards

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the

accounting for stock based performance awards that the performance target could be achieved

after the employee completes the required service period. The update is effective prospectively or

retrospectively for annual reporting periods beginning after December 15, 2015. The adoption of

the pronouncement did not have a material effect on the Company’s financial statements.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915):

Elimination of Certain Financial Reporting Requirements. The amendments in this Update

remove the definition of a development stage entity from the Master Glossary of the Accounting

Standards Codification, thereby removing the financial reporting distinction between

development stage entities and other reporting entities. In addition, the amendments eliminate the

requirements for development stage entities to (1) present inception-to-date information in the

statements of income, cash flows, and shareholder equity, (2) label the financial statements as

those of a development stage entity, (3) disclose a description of the development stage activities

in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a

development stage entity that in prior years it had been in the development stage. This ASU was

effective for annual periods beginning after December 15, 2014. Early adoption is permitted.

Accordingly, we have elected to adopt ASU No. 2014-10 on April 1, 2015.

b) Recent Accounting Pronouncements

In May 2014, ASU guidance was issued related to revenue from contracts with customers. The

new standard provides a five-step approach to be applied to all contracts with customers and also

requires expanded disclosures about revenue recognition. The ASU is effective for annual

reporting periods beginning after December 15, 2017, including interim periods and is to be

retrospectively applied. Early application is permitted only as of annual reporting periods

beginning after December 15, 2016, including interim reporting periods within that reporting

period. The Company is currently evaluating this guidance and the impact it will have on its

consolidated financial statements.

In January 2015, an ASU was issued to simplify the income statement presentation requirements

in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are

events and transactions that are distinguished by their unusual nature and by the infrequency of

their occurrence. Eliminating the extraordinary classification simplifies income statement

presentation by altogether removing the concept of extraordinary items from consideration. This

ASU is effective for annual periods beginning after December 15, 2015, including interim periods

within those annual periods. An entity may apply this ASU prospectively or retrospectively to all

prior periods presented in the financial statements. Early adoption is permitted. The Company

does not expect the amendments in this ASU to have any impact on its financial statements.

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

RECENTLY ISSUED ACCOUNTING STANDARDS - continued

In November 2015, an ASU was issued to simplify the presentation of deferred income taxes.

The amendments in this ASU require that deferred tax liabilities and assets be classified as non-

current in a classified balance sheet as compared to the current requirements to separate deferred

tax liabilities and assets into current and non-current amounts. This ASU is effective for annual

periods beginning after December 15, 2016, including interim periods within those annual

periods. Earlier application is permitted. This ASU may be applied either prospectively to all

deferred tax liabilities and assets or retrospectively to all periods presented. The Company is

currently evaluating this guidance and the impact it will have on its financial statements.

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840,

Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease

assets and lease liabilities by lessees for those leases classified as operating leases under previous

GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the

lease liability) and a right-of-use asset representing its right to use the underlying asset for the

lease term. For leases with a term of 12 months or less, a lessee is permitted to make an

accounting policy election by class of underlying asset not to recognize lease assets and lease

liabilities. If a lessee makes this election, it should recognize lease expense for such leases

generally on a straight-line basis over the lease term. The accounting applied by a lessor is

largely unchanged from that applied under previous GAAP. Topic 842 will be effective for

annual reporting periods beginning after December 15, 2018, including interim periods within

those annual periods and is to be retrospectively applied. Earlier application is permitted. The

Company is currently evaluating this guidance and the impact it will have on its financial

statements.

In March 2016, an ASU was issued to reduce complexity in the accounting for employee share-

based payment transactions. One of the simplifications relates to forfeitures of awards. Under

current GAAP, an entity estimates the number of awards for which the requisite service period is

expected to be rendered and base the accruals of compensation cost on the estimated number of

awards that will vest. This ASU permits an entity to make an entity-wide accounting policy

election either to estimate the number of forfeitures expected to occur or to account for forfeitures

in compensation cost when they occur. This ASU is effective for annual periods beginning after

December 15, 2016, including interim periods within those annual periods. Earlier application is

permitted. The Company is currently evaluating this guidance and the impact it will have on its

financial statements.

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 3 -INCOME TAXES

Deferred income taxes arise from temporary differences resulting from income and expense items

reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as

current or non-current, depending on the classification of assets and liabilities to which they

relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are

classified as current or non-current depending on the periods in which the temporary differences are

expected to reverse. The company does not have any uncertain tax positions.

The Company currently has net operating loss carry forwards aggregating $71,442 (2016: $65,095),

which expire through 2030. The deferred tax asset related to the carry forwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows:

June 30,

March 31,

2016

Deferred tax assets

24,030 $ 21,607

Valuation allowance for deferred tax assets

(24,030)

(21,607)

Net deferred tax assets

- $

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 4 – FAIR VALUE MEASUREMENTS

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates

to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles

generally accepted in the United States of America (GAAP), and expands disclosures about fair value

measurements. The provisions of this standard apply to other accounting pronouncements that require or

permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date. This standard is

now the single source in GAAP for the definition of fair value, except for the fair value of leased property

as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between

(1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are

developed based on the best information available in the circumstances (unobservable inputs). The fair

value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices

in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs

(Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

•

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date

for identical, unrestricted assets or liabilities.

•

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset

or liability, either directly or indirectly, including quoted prices for similar assets or

liabilities in active markets; quoted prices for identical or similar assets or liabilities in

markets that are not active; inputs other than quoted prices that are observable for the

asset or liability (e.g., interest rates); and inputs that are derived principally from or

corroborated by observable market data by correlation or other means.

•

Level 3

Inputs that are both significant to the fair value measurement and unobservable. These

inputs rely on management's own assumptions about the assumptions that market

participants would use in pricing the asset or liability. (The unobservable inputs are

developed based on the best information available in the circumstances and July include

the Company's own data.)

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair

value on a non-recurring basis as of June 30, 2016 and March 31, 2016:

Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

UA Granite Corporation

Notes to Financial Statements

June 30, 2016

(Unaudited)

NOTE 5 - RELATED PARTY TRANSACTIONS

A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash

needs. As of June 30, 2016, the director has advanced a total of $13,703. The advances are without

specific terms of repayment. Imputed interest of $767 and $234 was charged to additional paid in capital

during the three month periods ended June 30, 2016 and 2015, respectively.

A related entity has advanced funds to us for our legal, audit, filing fees, general office administration and

cash needs. As of June 30, 2016, the related entity has advanced a total of $27,569. The advances are

without specific terms of repayment.

An entity related to one of the Company’s directors has provided services in connection with our public

disclosure obligations.

NOTE 6 - COMMON STOCK

On February 14, 2013, the Company issued 5,000,000 common shares to Myroslav Tsapaliuk, the

founder of the Company.

On December 12, 2013, the Company issued 650,000 common shares in a registered offering to

subscribers for total proceeds of $26,001.

As of June 30, 2016, the Company has issued and outstanding, 5,650,000 common shares.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial

statements were issued and has determined that there are no events to disclose except for the below:

On July 15, 2016, the Company received an advance of $3,500 from a related entity to fund our legal,

audit, filing fees, and general office administration. The advance is without specific terms of repayment.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations.

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

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. Our fiscal year end is March 31. All

information presented herein is based on the three months ended June 30, 2016 and June 30, 2015.

Overview

The Company is currently in the process of evaluating business opportunities and has minimal operating

levels. We can provide no assurance that we will be successful in identifying suitable business

opportunities, or if we are able to identify suitable business opportunities, that we will be able to find an

adequate source of financing to acquire any business or business assets, and commence operations, or that

those operations, if commenced, will be successful in generating profits.

Our Plan of Operation

The Company’s plan of operation over the next twelve months is to identify and acquire a suitable

business opportunity. However, we will not be able to pursue any new business opportunities that we

might identify without additional financing to provide for ongoing operations. Management is actively

seeking new financing to this end while we evaluate potential businesses.

We anticipate that in order to maintain operations while we evaluate new businesses the Company will

need debt or equity funding of at least $50,000 over the next twelve months. Should we be successful in

identifying a new business opportunity the Company will require additional funding to evaluate and

prospectively acquire any given opportunity. The amount of such additional funding will depend on the

business and is not determinable at this time.

Other than shareholder loans, we do not believe that debt financing will be an attractive means of funding

our business development as we do not have tangible assets to secure debt financing. Rather, we

anticipate that future funding will be in the form of shareholder loans and equity financing from the sale

of our common stock. However, we do not currently have any financing arrangements in place and cannot

provide prospective investors with any assurance that we will be able to procure sufficient funding to fund

our plan of operation. Accordingly, we will require continued financial support from our shareholders and

creditors until we are able to generate sufficient net cash flow from active operations on a sustained basis.

Results of Operations

During the three months ended June 30, 2016, the Company (i) sought out prospective business

opportunities; and (ii) satisfied continuous public disclosure requirements.

Our operations for the three months ended June 30, 2016 and 2015 are summarized below.

Three months

ended

June 30, 2016

June 30, 2015

Expenses:

Legal and accounting

622 $

1,500

Consulting

1,190

7,069

Administrative

3,768

Imputed interest

767

234

Net loss

(6,347) $

(8,803)

Net Loss

Net loss for the three months ended June 30, 2016 was $6,347 as compared to net loss of $8,803 for the

three months ended June 30, 2015. The decrease in net losses over the comparable three month periods

ended June 30, 2016, and June 30, 2015, can be primarily attributed to a decrease in professional fees,

offset by an increase in administrative fees.

We did not generate revenue during this period and expect to continue to incur losses over the next twelve

months at a rate comparable to the current quarterly period presented here or until such time as we are

able to conclude the acquisition or development of a new business opportunity that produces net income.

Capital Expenditures

The Company expended no amounts on capital expenditures for the three month periods ended June 30,

2016 and 2015.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start up costs that will offset any future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

Since inception, the Company has experienced significant changes in liquidity, capital resources, and

stockholders’ deficiency.

The Company had current and total assets of $210, consisting solely of cash and a working capital deficit

of $42,148, as of June 30, 2016, as compared to current and total assets of $95, consisting solely of cash

and a working capital deficit of $36,568 as of March 31, 2016. Accumulated deficit was $71,442 at June

30, 2016, as compared to an accumulated deficit of $65,095 at March 31, 2016.

Cash Used in Operating Activities

Net cash flow used in operating activities for the three month period ended June 30, 2016 was $3,385 as

compared to $4,016 for the three month period ended June 30, 2015, which differences reflect the

comparative changes in working capital in the current period. Net cash flow used in operating activities in

the prior period can also be primarily attributed to changes in working capital and accounts payable.

Operating activities include but are not limited to, personnel costs, accounting fees and consulting

expenses while changes in working capital include accounts payable and accrued liabilities.

We expect to continue to use net cash flow in operating activities over the next twelve months or until

such time as the Company can generate revenue to offset expenses in order to transition to providing net

cash flow from operations.

Cash Used in Investing Activities

We do expect to use net cash flow in investing activities in connection with the development or

acquisition of a suitable business opportunity in a future period. However, until such time as such

unidentified opportunity is concluded, we do not expect to use net cash flows in investing activities.

Cash Flows from Financing Activities

Cash flow provided by financing activities for the three months ended June 30, 2016, were $3,500 as

compared to $1,500 for the three months ended June 30, 2015. The decrease in cash flow provided from

financing activities over the comparative three month periods can be attributed to the increase in

unsecured loan amounts procured from a related party.

We expect to continue to use cash flows provided by financing activities to procure sufficient funds to

maintain operations in order to seek out suitable business opportunities.

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12)

months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to

maintain operations. The Company has no current commitments or arrangements with respect to, or

immediate sources of this funding. Further, no assurances can be given that funding is available. The

Company’s shareholders are the most likely source of new funding in the form of loans or equity

placements though none have made any commitment for future investment and the Company has no

agreement formal or otherwise. The Company’s inability to obtain sufficient funding to maintain

operations will have a material adverse affect on its ability to fulfill its current plan of operation.

The Company does not intend to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements as of June 30, 2016.

The Company had no commitments for future capital expenditures that were material at June 30, 2016.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

As of June 30, 2016, we have no significant 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 stockholders.

Future Financings

We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to

continue to fund our business operations. There is no assurance that we will achieve any additional sales

of our equity securities or arrange for debt or other financing to fund our plan of operations.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years ended March 31, 2016 and 2015, included in

our Form 10-K, the Company discusses those accounting policies that are considered to be significant in

determining the results of operations and its financial position. The Company believes that the

accounting principles utilized by it conform to US GAAP.

The preparation of financial statements requires Company management to make significant estimates and

judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,

these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company

evaluates estimates. The Company bases its estimates on historical experience and other facts and

circumstances that are believed to be reasonable, and the results form the basis for making judgments

about the carrying value of assets and liabilities. The actual results may differ from these estimates under

different assumptions or conditions.

Going Concern

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going

concern as a result of an accumulated deficit of $71,442 since inception and negative cash flows from

operating activities during the period ended June 30, 2016. The Company’s ability to continue as a going

concern is subject to the ability of the Company to obtain funding. Management’s plan to address the

Company’s ability to continue as a going concern includes obtaining funding from the private placement

of equity or through debt financing. Management believes that it will be able to obtain funding to allow

the Company to remain a going concern through the methods discussed above, though there can be no

assurances that such methods will prove successful.

Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this current report, with the exception of historical

facts, are forward-looking statements. Forward-looking statements reflect our current expectations and

beliefs regarding our future results of operations, performance, and achievements. These statements are

subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not

materialize. These statements include, but are not limited to, statements concerning:

§ our anticipated financial performance and business plan;

§ the sufficiency of existing capital resources;

§ our ability to raise capital to fund cash requirements for future operations;

§ uncertainties related to the Company’s future business prospects;

§ the volatility of the stock market and;

§ general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated. We also wish to

advise readers not to place any undue reliance on the forward-looking statements contained in this report,

which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to

update or revise these forward-looking statements to reflect new events or circumstances or any changes

in our beliefs or expectations, other than as required by law.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the

Company’s management, with the participation of the chief executive officer and the acting chief

financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of June

30, 2016. Disclosure controls and procedures are designed to ensure that information required to be

disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and

reported within the time periods specified in the Commission’s rules and forms, and that such information

is accumulated and communicated to management, including the chief executive officer and the chief

financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were ineffective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of

the Exchange Act) during the quarter ended June 30, 2016, that materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors

Not required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

22 of this Form 10-Q, and are incorporated herein by this reference.

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.

UA GRANITE CORPORATION

By: /s/ Myroslav Tsapaliuk

Myroslav Tsapaliuk, Chief Executive Officer,

Chief Financial Officer and Principal

Accounting Officer

Date: August 23, 2016

INDEX TO EXHIBITS

Exhibit

Description

3.1.*

Articles of Incorporation (incorporated by reference to the Company’s Form S-1 filed

with the Commission on June 18, 2013).

3.2*

Bylaws (incorporated by reference to the Company’s Form S-1 filed with the

Commission on June 18, 2013).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18

U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002.

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference to previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed

“furnished” and not “filed” or part of a registration statement or prospectus for purposes

of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”

for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is

not subject to liability under these sections.

Vortex Blockchain Technologies Inc. - FORM 10-Q - August 29, 2016

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