U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

☒ ANNUAL 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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from _________ to ________.

 

Commission file number: 333-209429

 

UNLEASHED, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		36-4811250
(State of Incorporation)		(I.R.S. Employer I.D. Number)

 

Kassalova 33, 949 01 Nitra, Slovakia

(Address of principal executive offices) (Zip Code)

 

Issuer's telephone number: +42 123 6760

 

Securities registered under Section 12 (b) of the Act:

 

Title of each class to be registered		Name of exchange on which each class is to be registered
None		None

 

Securities registered under Section 12(g) of the Act:

 

None

(Title of Class)

 

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  ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes  ☐ No (Currently inapplicable to Registrant)

 

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    ☒

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed fiscal year end, March 31, 2016: N/A.

 

The number of shares issued and outstanding of issuer's common stock, $.001 par value, as of October 28, 2016 was 19,365,000.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

TABLE OF CONTENTS

 

		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4:	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	6
Item 1A:	Risk Factors	6
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3:	Defaults Upon Senior Securities	6
Item 4:	Mine Safety Disclosures	6
Item 5:	Other Information	6
Item 6:	Exhibits	6

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1		Balance Sheet as of September 30, 2016 and May 31, 2016 (unaudited);
F-2		Statements of Comprehensive Loss for the three and six months ended September 30, 2016 and 2015 (unaudited);
F-3		Statements of Cash Flows for the six months ended September 30, 2016 and 2015 (unaudited); and
F-4		Notes to the unaudited Financial Statements.

 

 

 

 

 

Unleashed Inc.

Balance Sheets

(Unaudited)

 

 

		September 30,				March 31,
ASSETS		2016				2016
Current Assets
Cash		$	7,185			$	5,158
Prepaid Expenses			2,442
Accounts Receivable			9,527
Inventories			934				1,145
Total Current Assets			20,087				6,302
Fixed Assets
Property and Equipment, net of accumulated depreciation of $541 and $434, respectively.			656				895
TOTAL ASSETS		$	20,743			$	7,197
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable		$	1,459			$	3,645
Total Current Liabilities			1,459				3,645
Total Liabilities			1,459				3,645
Commitment & Contingencies			-				-
Stockholders' Equity
Common stock, $0.001 par value, 100,000,000 shares authorized; 19,365,000 and 15,000,000 issued and outstanding as of September 30, 2016 and March 31, 2016, respectively			19,365				15,000
Additional paid-in capital			19,795				2,335
Accumulated deficit			(18,226	)			(13,870	)
Accumulated other comprehensive income			(1,649	)			86
Total Stockholders' Equity			19,284				3,551
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	20,743			$	7,197

  

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

 

 

Unleashed Inc.

Statements of Comprehensive Loss

(Unaudited)

 

 

		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		September 30,				September 30,				September 30,				September 30,
		2016				2015				2016				2015
Revenues		$	9,672			$	1,236			$	9,792			$	1,236
Cost of Goods Sold			-				1,040				479				1,040
Gross Profit (Loss)			9,672				196				9,314				196
Operating Expenses
Depreciation expense			69				91				152				179
General and administrative expenses			272				648				1,166				3,794
Professional Fees			9,938				463				12,351				463
Total Operating Expenses			10,279				1,202				13,670				4,436
Loss before Provision for Income Taxes			(607	)			(1,006	)			(4,356	)			(4,240	)
Provision for Income Taxes			-				-				-				-
Net Loss		$	(607	)		$	(1,006	)		$	(4,356	)		$	(4,240	)
Other Comprehensive Loss
Foreign currency translation adjustment			(1,025	)			(503	)			(1,735	)			373
Total Comprehensive Loss		$	(1,632	)		$	(1,509	)		$	(6,091	)		$	(3,867	)
Net Loss per Share: Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Number of Shares Outstanding:
Basic and Diluted			17,549,738				15,000,000				16,313,605				15,000,000

  

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

 

 

Unleashed Inc.

Statements of Cash Flows

(Unaudited)

 

		Six Months				Six Months
		Ended				Ended
		September 30,				September 30,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(4,356	)		$	(4,240	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense			152				179
Changes in:
Accounts receivable			(9,647	)
Prepaid expenses			(2,473	)
Accounts payable			(1,848	)			(259	)
Non cash contribution							2,323
Inventories			99				(9,482	)
Net cash provided by operating activities			(18,073	)			(11,479	)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and Equipment			-				-
Net cash used in investing activities			-				--
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			17,262				-
Net cash provided by financing activities			17,262				-
Effect of exchange rate changes on cash			2,838				336
Changes in cash during the period			2,027				(11,143	)
Cash at beginning of period			5,158				14,514
Cash at end of period		$	7,185			$	3,371
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for taxes		$	-				-
Cash paid for interest		$	-				-

  

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

 

 

Unleashed Inc.

Notes to the Unaudited Financial Statements

For the Three and Six Months Ended September 30, 2016

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

We were incorporated as Unleashed Inc. (the Company) on March 5, 2015 in the State of Nevada for the purpose of designing, distributing and selling swim, surf and open water related products to customers.

 

Mr. Ridding operated the business as a sole proprietor under the dba “Unleashed Hardware Inc.” He started the business on December 2, 2014 when he purchased a computer, started working on product designs, and the Company’s website. Mr. Ridding contributed the business assets and liabilities of his sole proprietorship into Unleashed Inc.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company was incorporated, for the purpose of designing, distributing and selling swim, surf and open water related products to customers.

 

The Company has elected March 31 as its fiscal year end.

 

Basis of presentation

 

The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2016 and notes thereto contained in the Company's Annual Report on Form 10-K.

 

Earnings (Loss) Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Accounts Receivable

 

The Company records accounts receivable at the net value of the face amount of customer invoices less any allowance for doubtful accounts. We evaluate our accounts receivable periodically based on specific identification of any accounts receivable for which we deem the net realizable value to be less than the gross amount of accounts receivable recorded; in these cases, we establish an allowance for doubtful accounts for those balances. In determining our need for an allowance for doubtful accounts, we consider historical experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, our actual experience may vary from our estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay our fees, we may need to record additional allowances or write-offs in future periods. The Company mitigates this risk by collecting retainers from our clients prior to performing significant services.

 

The Company records an allowance for doubtful accounts, if any, as a reduction in revenue to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments on accounts receivables, the provision is recorded in operating expenses. As of September 30, 2016 there was no allowance for doubtful accounts, and we did not record any bad debt expense during the period from Inception (May, 5 2015) through September 30, 2016.

 

 

 

Unleashed Inc.

Notes to the Unaudited Financial Statements

For the Three and Six Months Ended September 30, 2016

 

Foreign Currency Translation

 

The functional currency of the Company is Great British Pounds (GBP). Monetary assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. While nonmonetary assets and liabilities in addition to common stock and additional paid in capital are translated at historical rate. Revenues, expenses and retained earnings are translated using the average exchange rates during each period. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income in stockholders’ equity. As of September 30, 2016, these amounts were immaterial, and the total foreign currency translation losses included in other comprehensive income was $1,649.

 

Recent Accounting Pronouncements

 

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

 

NOTE 3 - PROPERTY AND EQUIPMENT

 

Property consists of equipment purchased for the production of revenues. As of:

 

		September 30, 2016				March 31, 2016
Equipment		$	1,197			$	1,329
Less accumulated depreciation			541				434
Equipment, net		$	656			$	895

 

Assets are depreciated over their useful lives beginning when placed in service. Depreciation expenses were $152 and $349 for the six months ended September 30, 2016 and year ended March 31, 2016 respectively.

 

NOTE 4 - PROVISION FOR INCOME TAXES

 

The reconciliation of income tax provision (benefit) at the U.S. statutory rate of 34% for the six months ended September 30, 2016 and for the six months ended September 30, 2015 to the Company’s effective tax rate is as follows:

 

		September 30, 2016				September 30, 2015
Income tax benefit at statutory rate		$	1,481			$	1,442
Change in valuation allowance			(1,481	)			(1,442	)
Income tax provision		$	-			$	-

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2016 and March 31, 2016 are as follows:

 

		September 30, 2016				March 31, 2016
Deferred tax asset		$	6,197			$	4,716
Valuation allowance			(6,197	)			(4,716	)
Net deferred tax asset		$	–			$	–

 

 

 

Unleashed Inc.

Notes to the Unaudited Financial Statements

For the Three and Six Months Ended September 30, 2016

 

The Company has approximately $18,226 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2035. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is not presently involved in any litigation.

 

NOTE 6 - GOING CONCERN

 

As set forth on the Company's balance sheet, its assets total $20,743 and $7,197 as of September 30, 2016 and March 31, 2016 respectively. These amounts do not provide adequate working capital for the Company to successfully operate its business and to service its debt. Expenses incurred to the date of this prospectus are being recorded on the Company's books as they occur. This raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital. Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Mr. Ridding and from equity funding. However, there can be no assurances that management's plans will be successful.

 

NOTE 7 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

 

On March 5, 2015, the Company’s founder, President and CEO, Anthony Ridding, acquired all the 15,000,000 common shares issued by the Company, at a price of $0.001 per share.

  

NOTE 8 - CAPITAL STOCK

 

The Company was incorporated on March 5, 2015 in Nevada with authorized capital of 100,000,000 shares of $0.001 par value common stock.

 

On March 5, 2015, the Company issued 15,000,000 shares of common stock to the founder for cash proceeds of $15,000.

 

On June 27, 2016 the Company issued 1,940,000 shares under a registration statement that was declared effective on April 15, 2016.

 

On September 8, 2016 the Company issued 2,425,000 shares under a registration statement that was declared effective on April 15, 2016. As of September 30, 2016, the Company has raised $21,825 in proceeds from the offering.

 

There were 19,365,000 and 15,000,000 shares of common stock issued and outstanding as at September 30, 2016 and March 31, 2016 respectively. There were no shares of preferred stock issued and outstanding at September 30, 2016.

 

NOTE 9 - SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2016 to 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 other than as follows:

 

 

Item 2. Management's Discussion and Analysis.

 

Forward-Looking Statements

 

Management's statements contained herein are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

We were incorporated as Unleashed Inc. on March 5, 2015 in the State of Nevada for the purpose of designing, distributing and selling swim, surf and open water related products to customers. Our office address is Kassalova 33, 949 01 Nitra, Slovakia, our phone is +42 123 6760 and our website is www.unleashedhardware.com.

 

Commencing in December 2014, Mr. Anthony Ridding, our founder and Chief Executive Officer, initially operated the business as a sole proprietor under the dba “Unleashed Hardware Inc.” Thereafter, on or about March 5, 2015, he contributed the business assets and liabilities of his sole proprietorship to the Company. The first sales occurred in August 2015.

 

Since inception the Company has successfully designed, tested and refined our Stand Up Paddleboard and Swim Tow Floats outsourced to manufacturers in China, created and launched our website www.unleashedhardware.com, established distribution channels for our products through our web-site and other third parties, and commenced the commercial sale of our products. The first sales of both of these products occurred in August 2015. We currently produce and sell two main products:

 

(1) Stand-up Paddleboard. Our stand up paddleboard (referred to as SUP) is inflatable and made from reinforced PVC. The device includes a carbon fiber paddle, hand pump, removable fin, carry bag, and repair kit. The board is 11 feet in length and designed for use by individuals with a weight of up to 120 Kgs (265 lbs).

 

(2) Dry Bag and Tow Float. Our dry bag and tow float is an inflatable floatation device with dry storage. The bag consists of a two-part inflatable 35liter storage system, connected to the swimmers waist by straps and towed behind by a leash. Storage is typically used for items such as food, clothing and communication devices. From a safety aspect, the bag can be used as a flotation device for fatigued swimmers and is bright orange in color to act as a safety beacon to other water users. The design of the product allows for participants to function without disruption to swimming.

 

Our products have been designed in Slovakia by our President and manufactured in China. In addition, our products are currently distributed from the UK and payment taken in pounds sterling. We have payment facilities on our website, eBay and a number of products for sale in retail outlets on a sale or return basis.

 

Results of Operations for the three and six months to September 30, 2016

 

Revenues

 

Our total revenue reported for the three months ended September 30, 2016 and 2015 was $9,672 and $1,236 respectively. Our total revenue reported for the six months ended September 30, 2016 and 2015 was $9,792 and $1,236 respectively. Most of our revenues have occurred on third-party e-commerce sites and via our e-commerce website.

 

 

We expect revenues to increase for the year ended March 31, 2017 as a result of increased sales resulting from improved marketing and increased production. Subject to our ability to raise sufficient funds, we hope develop our own e-commerce site in an effort to increase revenues.

 

Cost of Goods Sold

 

Our cost of goods sold for the three months to September 30, 2016 and 2015 was $0 and $1,040, respectively. Our cost of goods sold for the six months to September 30, 2016 and 2015 was $479 and $1,040, respectively. Our costs of goods sold decreased for the three and six months to September 30, 2016 as the company sold services in the current period compared to selling goods in the three and six months to September 30, 2015.

 

Gross Profit/(loss)

 

Gross profit for the three months to September 30, 2016 and 2015 was $9,672 and $196, respectively. Gross profit for the six months to September 30, 2016 and 2015 was $9,314 and $196, respectively

 

Operating Expenses

 

Operating expenses were $10,279 and $1,202 for the three months to September 30, 2016 and 2015, respectively. Operating expenses were $13,670 and $4,436 for the six months to September 30, 2016 and 2015, respectively

 

Our operating expenses for the three months to September 30, 2016 and consisted of depreciation in the amount of $69 and $91, respectively, general and administrative expenses of $272 and $648 respectively and professional fees of $9,938 and $463, respectively.

 

Our operating expenses for the six months to September 30, 2016 consisted of depreciation in the amount of $152 and $179, respectively, general and administrative expenses of $1,166 and $3,794 respectively and professional fees of $12,351 and $463, respectively.

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

 

Net Loss

 

Net loss for the three months to September 30, 2016 and 2015 was $577 and $1,006, respectively. Net loss for the six months to September 30, 2016 and 2015 was $4,356 and $4,240, respectively

 

Liquidity and Capital Resources

 

As of September 30, 2016, we had total current assets of $20,087, consisting of cash, prepaid expenses, accounts receivable and inventories. We had current liabilities of $1,459 consisting of accounts payable as of September 30, 2016. Accordingly, we had a working capital surplus of $18,628 as of September 30, 2016.

 

Operating activities used $18,218 and $11,479 in cash for the six months to September 30, 2016 and 2015, respectively.

 

We expect to spend approximately $240,000 toward the initial implementation of our business plan over the course of our next full fiscal year. On September 30, 2016, we had $7,185 in cash. The success of our business plan therefore depends on raising funds through the current offering. If the maximum offering is sold, we should have sufficient cash to carry out our business plan until March 31, 2017. If substantially less than the maximum offering is sold, however, our ability to execute on our immediate business plan will be impaired. Our ability to operate beyond March 31, 2017, is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

 

Current Offering.

 

We filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on February 8, 2016 pursuant to which we registered an offering (“Offering”) to raise up to $250,000 in gross proceeds from sale of our common stock at a price per share of $0.005 (for a total of 50,000,000 shares of common stock). The registration statement was declared effective on April 15, 2016. As of the date of this report, we have sold 4,365 shares of our common stock in the offering and raised $21,825 in offering proceeds.

 

Plan of Operations.

 

As mentioned above, we estimate that we need the $240,000 to implement our business plan. This amount is broken down as follows; $105,000 for a facility and materials and additional inventory, $90,000 for product development and $50,000 for legal, accounting and advertising and marketing. In addition, we will be required to pay legal, audit and professional fees as we meet our reporting obligations with the Securities and Exchange Commission. We believe this will cost us approximately $25,000 for the next twelve months. Therefore our projected operating costs for the next 12 months is $240,000 assuming we raise sufficient funding.

 

As of September 30, 2016, we had current assets in the amount of $20,743 and current liabilities in the amount of $1,459. Accordingly, we had working capital surplus of $18,628 as of September 30, 2016. Our current working capital along with our revenues is not sufficient to enable us to implement our business plan as set forth herein. Our expenses for the referenced offering are estimated at $10,000, and we will need a minimum of $52,500 for the next twelve months. As such, our monthly burn rate for the next twelve months is estimated at $4,500. We will need to sell a minimum of 25% of the offering for net proceeds of $52,500 in order to meet our financial obligations. Our ability to remain in business with less than $52,500 in this offering is questionable.

 

Based on our current burn rate, we will run out of funds by December 2016 without additional capital and assuming revenues based on past performance during that period. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment. The Company’s business plans do not include selling the Company to a private entity through a business combination or reverse merger transaction should the Company fail to raise sufficient funds in this offering. Management believes that the Company will be able to operate for the coming year by obtaining additional loans from our directors and from equity funding. Although we have not reached a formal agreement or understanding with our directors, we have been informed that Mr. Ridding is willing to provide an additional $60,000 over the next 12 months, assuming Mr. Ridding does not experience any personal financial difficulties during that period of time. There are no guarantees however that we will be able to obtain sufficient funding to continue to operate during the next 12 months. Moreover, the Company will be required to seek additional equity funding in the form of private or public offerings of its common stock in the future which may cause substantial dilution to existing shareholders.

 

Going Concern

 

Our assets at September 30, 2016 total $20,087. This amount does not provide adequate working capital for us to successfully operate our business. Expenses incurred to the date of this prospectus are being recorded our books as they occur. This raises substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital. Management believes that we will be able to operate for the coming year by obtaining loans from Mr. Ridding and from equity funding, via proceeds raised from the offering set forth in this prospectus. However there can be no assurances that management's plans will be successful.

 

Off Balance Sheet Arrangements

 

As of September 30, 2016, there were no off balance sheet arrangements.

 

Current Offering

 

We filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on February 8, 2016 pursuant to which we registered an offering to raise up to $250,000 in gross proceeds from sale of our common stock at a price per share of $0.005 (for a total of 50,000,000 shares of common stock). The registration statement was declared effective on April 15, 2016. As of the date of this report, we have sold 4,365,000 shares of our common stock in the offering and raised $21,825 in offering proceeds.

 

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we undertook an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that such disclosure controls and procedures were not effective to ensure (a) that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (b) that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.

 

Internal Controls Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In making its assessment, our management, including the Chief Executive Officer and Chief Financial Officer, used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.  We have identified revenue reporting was a quantitative material weaknesses in our internal controls over financial reporting as of the end of second quarter ended September 30, 2016.

 

There were no changes in our internal controls over financial reporting during the first quarter of the fiscal year ended March 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

This annual report on Form 10-Q for the quarter to September 30, 2016 does not include an auditor attestation report on our internal controls over financial reporting inasmuch as no attestation report was required under the rules of the Securities and Exchange Commission applicable to us as in effect at that time.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of 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.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) 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.

 

UNLEASHED INC.
By:	/s/ Anthony Ridding
	Anthony Ridding President, Chief Executive Officer, Principal Executive Officer and Director

 

Date: October 28, 2016

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:	/s/ Anthony Ridding
	Anthony Ridding President, Chief Executive Officer, Principal Executive Officer and Director

 

Date: October 28, 2016

 

By:	/s/ Candice Tomkins
	Candice Tomkins Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

 

Date: October 28, 2016

 

 

 

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