Vortex Blockchain Technologies Inc. - FORM 10-Q

Attached files

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EX-32 - CERTIFICATION UAGRANITE - Vortex Blockchain Technologies Inc.	exhibit32.htm
EX-31 - CERTIFICATION UAGRANITE - 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 September 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 6364 19991

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 October 20, 2016, was 5,650,000.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements ............................................................................................................3

Balance Sheets as of September 30, 2016 (unaudited) and March 31, 2016 (audited)...................4

Unaudited Condensed Statements of Operations for the three and six month periods ended

September 30, 2016 and September 30, 2015 .........................................................................5

Unaudited Condensed Statements of Cash Flows for the six month periods ended

September 30, 2016 and September 30, 2015 ........................................................................6

Statement of Changes in Stockholders Deficit from March 31, 2016 to

September 30, 2016……………………………………………………………………...........…..7

Condensed Notes to Unaudited Financial Statements .............................................................8

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

and Results of Operations ................................................................................................14

Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................................18

Item 4. Controls and Procedures ................................................................................................18

PART II – OTHER INFORMATION

Item 1. Legal Proceedings..........................................................................................................19

Item 1A. Risk Factors..................................................................................................................19

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...............................................19

Item 3. Defaults upon Senior Securities .......................................................................................19

Item 4. Mine Safety Disclosures .................................................................................................19

Item 5. Other Information ..........................................................................................................19

Item 6. Exhibits .........................................................................................................................19

Signatures .....................................................................................................................................20

Index to Exhibits ............................................................................................................................21

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

September 30, 2016

March 31, 2016

(unaudited)

(audited)

ASSETS

Current Assets

Cash

662 $

Total Assets

662 $

LIABILITIES AND STOCKHOLDERS’ EQUITY

(DEFICIT)

Current Liabilities

Accounts Payable and Accrued Liabilities

2,317

1,460

Accounts Payable - Related Party

33,985

21,500

Due to Directors

14,603

13,703

Total Liabilities

50,905

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 September 30, 2016 and

March 31, 2016, respectively

Additional Paid in Capital

30,007

28,470

Accumulated deficit

(80,308)

(65,095)

Total Stockholders’ Equity (Deficit)

(50,243)

(36,568)

Total Liabilities and Stockholders’ Equity (Deficit) $

662 $

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

UA GRANITE CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Month

Six Month

Three Month

Six Month

Period Ended

September 30,

2016

2015

Operating Expenses

Legal and accounting

3,594

4,216 $

1,160

2,660

Consulting

2,400

3,590

6,794

13,863

General and administrative

2,102

5,870

120

Total Operating Expenses

8,096

13,676

8,074

16,643

Other Expense

Imputed interest expense

770

1,537

237

471

Net Loss

(8,866) $

(15,213) $

(8,311)

(17,114)

Net Loss Per Common Share – $

(0.00) $

(0.00)

Basic and Diluted

Weighted Average Number of

Common Shares Outstanding

5,650,000

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

UA Granite Corporation

Condensed Statements of Cash Flows

(unaudited)

Six Month Period

Ended September 30,

2016

2015

Operating Activities

Net loss

(15,213)

(17,114)

Adjustment to reconcile net loss to net cash used

by operating activities:

Imputed interest

1,537

471

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities

858

11,805

Net Cash Used in Operating Activities

(12,818)

(4,838)

Financing Activities

Proceeds from related parties

12,485

1,720

Proceeds from director

900

Net Cash Provided by Financing Activities

13,385

1,720

Increase (Decrease) in Cash

567

(3,118)

Cash - Beginning of Period

3,118

Cash - End of Period

662

Supplemental Disclosure of Cash Flow information

Interest

Income taxes

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

UA Granite Corporation

Statement of Changes in Stockholder’ Deficit

From March 31, 2015 to September 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

1,537

Net loss

(15,213)

Balances at September 30,

5,650,000 $

57 $

30,007 $

(80,308) $

(50,243)

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

UA GRANITE CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 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 loans from related

parties to maintain 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 of

September 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

SEPTEMBER 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 September 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 September 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 September 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

SEPTEMBER 30, 2016

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

RECENTLY ISSUED ACCOUNTING STANDARDS

New accounting standard updates – not adopted yet

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease

liabilities by lessees for those leases classified as operating leases. Leases will be classified as either

finance or operating, with classification affecting the pattern of expense recognition. The standard

requires lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if

the lessor transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee.

If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing

lease. If the lessor does not convey risks and rewards or control, an operating lease results. The standard

will become effective for the Company beginning January 1, 2019. The Company is currently assessing

the impact adoption of this standard will have on its results of operations, financial condition, cash

flows, and financial statement disclosures.

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards

Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or

events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going

concern within one year after the date that the financial statements are issued (or within one year after the

date that the financial statements are available to be issued when applicable). The amendments to (ASU)

2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and

interim periods thereafter. Early application is permitted. The Company is in the process of evaluating

the prospective impact that (ASU) 2014-15 will have on its balance sheet.

New accounting standard updates - adopted

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates

(ASU) 2015-03 which requires that debt issuance costs be reported in the balance sheet as a direct

deduction from the face amount of the related liability, consistent with the presentation of debt

discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e., an

asset) on the balance sheet. The ASU provides examples illustrating the balance sheet presentation of

notes net of their related discounts and debt issuance costs. Further, the amendments require the

amortization of debt issuance costs to be reported as interest expense. Similarly, debt issuance costs and

any discount or premium is considered in the aggregate when determining the effective interest rate on

the debt. The amendments are effective for public business entities for fiscal years beginning after

December 15, 2015, and interim periods within those fiscal years. The application of this ASU did not

result in the reclassification of debt issuance cost and related amortization.

UA GRANITE CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 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 $78,771 (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 as of September

30, 2016:

September 30,

March 31,

2016

Deferred tax assets

26,782

$ 21,607

Valuation allowance for deferred tax assets

(26,782)

$ (21,607)

Net deferred tax assets

UA GRANITE CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 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 September 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

SEPTEMBER 30, 2016

(Unaudited)

NOTE 5 - RELATED PARTY TRANSACTIONS

Our directors have advanced funds to us for our legal, audit, filing fees, general office administration and

cash needs. As of September 30, 2016, our directors have advanced a total of $14,603. The advances are

without specific terms of repayment.

Related entities have advanced funds to us for our legal, audit, filing fees, general office administration

and cash needs. As of September 30, 2016, the related entities have advanced a total of $33,985. The

advances are without specific terms of repayment.

Imputed interest of $770 and $237 was recorded for funds advanced by our directors and related entities

and charged to additional paid in capital during the three month periods ended September 30, 2016, and

September 30, 2015, respectively. Imputed interest of $1,537 and $471 was recorded for funds advanced

by our directors and related entities and charged to additional paid in capital during the six month periods

ended September 30, 2016, and September 30, 2015, respectively.

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

disclosure obligations. As of September 30, 2016, the related entity was paid a total of $4,069.

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 September 30, 2016, the Company has 5,650,000 common shares issued and outstanding.

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 October 14, 2016, the Company received an advance of $4,000 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 and six months ended September 30, 2016, and

September 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 and six months ended September 30, 2016, the Company (i) sought out prospective

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

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

Three months

Six months

Three months

Six months ended

ended

September 30,

2015

2016

2015

Expenses:

Legal and accounting $

3,594 $

4,216 $

1,160 $

2,660

Consulting

2,400

3,590

6,794

13,863

Administrative

2,102

5,870

120

Imputed interest

770

1,537

237

471

Net loss

(8,866) $

(15,213) $

(8,311) $

(17,114)

Net Loss

Net loss for the three months ended September 30, 2016, was $8,866 as compared to net loss of $8,311

for the three months ended September 30, 2015. The increase in net losses over the comparable three

month periods ended September 30, 2016, and September 30, 2015, can be primarily attributed to an

increase in professional fees, administrative costs, and imputed interest offset by a decrease in consulting

expenses.

Net loss for the six months ended September 30, 2016, was $15,213 as compared to net loss of $17,114

for the six months ended September 30, 2015. The decrease in net losses over the comparable six month

periods ended September 30, 2016, and September 30, 2015, can be primarily attributed to a decrease in

consulting expenses offset by an increase in professional fees, administrative costs, and imputed interest.

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 and six month periods ended

September 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 $662, consisting solely of cash and a working capital deficit

of $50,243, as of September 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 $80,308 at

September 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 six month period ended September 30, 2016 was

$12,818 as compared to $4,838 for the six month period ended September 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 six months ended September 30, 2016, were $13,385 as

compared to $1,720 for the six months ended September 30, 2015. The increase in cash flow provided

from financing activities over the comparative six month periods can be attributed to unsecured loan

amounts procured from a director and related parties.

We expect to continue to rely on 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 directors, officers, shareholders and related parties are the most likely source of new funding

in the form of loans or equity 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 September 30, 2016.

The Company had no commitments for future capital expenditures that were material at September 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 September 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 $80,308 since inception and negative cash flows from

operating activities during the period ended September 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; and

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

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

September 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 September 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

21 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: October 20, 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 - October 20, 2016

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