UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________________________ to ___________________________

 

Commission file number 333-199965

 

Computron, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		47-1662242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1 East Bedell Street, Freeport, NY	11520
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code

(516) 590-0094

 

(Former name, former address and former fiscal year, if changed since last report)

 

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.

x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).

x Yes ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

 

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

 

As of June 30, 2016, the Registrant has 5,140,319 shares of common stock outstanding.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF CASH FLOWS	F-4
NOTES TO FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4. CONTROLS AND PROCEDURES	3
PART II – OTHER INFORMATION	4
ITEM 1. LEGAL PROCEEDINGS	4
ITEM 1A. RISK FACTORS	4
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4. MINE SAFETY DISCLOSURES	4
ITEM 5. OTHER INFORMATION	4
ITEM 6. EXHIBITS	4
SIGNATURES	4

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

COMPUTRON, INC

FINANCIAL STATEMENTS

For the nine months ended September 30, 2016

 

CONTENTS:
Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015.	F-2
Statement of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)	F-3
Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)	F-4
Notes to the interim Financial Statements (unaudited)	F-5

 

 

COMPUTRON, INC

BALANCE SHEETS

(in US Dollars)

 

		September 30, 2016 (unaudited)				December 31, 2015
		$				$
ASSETS
Current Assets:
Cash and cash equivalents			-				4,289
Other receivable			-				21,050
TOTAL ASSETS			-				25,339
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) / EQUITY
Current liabilities:
Account payable and accrued expenses			2,000				6,000
Loan from related party			36,999				16,200
Total liabilities			38,999				22,200
Stockholders’ (deficit) / equity
Common stock, $0.0001 par value; 75,000,000 shares authorized; 5,140,319 shares issued and outstanding as of September 30, 2016 and December 31, 2015			514				514
Additional paid-in capital			21,036				21,036
Accumulated deficit			(60,549	)			(18,411	)
Total Stockholders’ (deficit) / equity			(38,999	)			3,139
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) / EQUITY			-				25,339

 

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

 

 

COMPUTRON, INC

STATEMENT OF OPERATIONS

(in US Dollars)

(Unaudited)

 

		Three Months period Ended September 30,								Nine Months period Ended September 30,
		2016				2015				2016				2015
Revenue			-				4,500				1,235				18,100
General and administrative:-
Professional fees
-     Auditors’ fees			2,000				4,000				7,000				10,000
-     Legal fees			1,500				4,171				6,000				7,804
Advertising			-				-				300				350
Filing fees			798				-				4,617				-
Other costs			135				70				456				180
Repairs and maintenance			-				747				-				747
Setup fee			12,500				-				25,000				527
Website expenses			-				-				-				25
Total operating expenses			(16,933	)			(8,988	)			(43,373	)			(19,633	)
Net (loss)/profit			(16,933	)			(4,488	)			(42,138	)			(1,533	)
Net (loss)/profit per common share - basic and diluted:
Net (loss)/profit per share attributable to common stockholders			-				-				-				-
Weighted-average number of common shares outstanding			5,140,319				5,126,654				5,140,319				5,036,516

 

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

 

 

COMPUTRON, INC

STATEMENT OF CASH FLOWS

(Unaudited)

 

		Nine Months Ended September 30, 2016				Nine Months Ended September 30, 2015
		$				$
Cash Flows from Operating Activities
Net (loss)/profit			(42,138	)			(1,533	)
Changes in operating assets and liabilities
Other receivables			21,050				-
Trade payable			-				2,000
Accounts payable and accrued expenses			(4,000	)			2,000
			17,050				4,000
Net cash (used)/earned by operating activities			(25,088	)			2,467
Cash Flows from Investing Activities			-				-
Cash Flows from Financing Activities
Loan with related parties			20,799				-
Net cash earned from Financing activities			20,799				-
Decrease in cash and cash equivalents			(4,289	)			2,467
Cash and cash equivalents at beginning of the period			4,289				2,245
Cash and cash equivalents at end of the period			-				4,712

 

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

 

 

COMPUTRON, INC

NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Computron Inc. (the "Company") is a Nevada Corporation incorporated on August 22, 2014. The Company plans to establish itself as an online computer support business.

 

Basis of Presentation

 

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). These financial statements are presented in US dollars.

 

Fiscal Year End

 

The Corporation has adopted a fiscal year end of December 31.

 

Unaudited Interim Financial Statements

 

The interim financial statements of the Company as of September 30, 2016, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company's financial position as of September 30, 2016, and the results of its operations and its cash flows for the periods ended September 30, 2016, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2016. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company's audited financial statements as of December 31, 2016, filed with the SEC, for additional information, including significant accounting policies.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at September 30, 2016, the Company has an accumulated deficit of $60,549 from operations and has not earned sufficient revenues to cover its operating costs. The Company intends to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016. The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

 

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

  

Cash and cash equivalents

 

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

 

Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

 

Earnings per Share

 

The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As September 30, 2016, the Company had no potentially dilutive shares.

 

Income Taxes

 

Income taxes are accounted for in accordance with ASC Topic 740, "Income Taxes." Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Revenue Recognition

 

The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured. Revenue consists of computer services and technical support provided to customers.

 

Fair Value of Financial Instruments

 

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

 

The following are the hierarchical levels of inputs to measure fair value:

- Level 1: Quoted prices in active markets for identical instruments;

- Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);

- Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

 

NOTE 3 – OTHER RECEIVABLE

 

During 2015, the Company issued common stock for cash to various stockholders. Proceeds of $21,050 was transferred to the Company's attorney, who held the proceeds in escrow. The proceeds were received in full by the company during February 2016.

 

NOTE 4 – LOAN FROM RELATED PARTY

 

		September 30,				December 31,
		2016 (Unaudited)				2015 (Audited)
		$				$
Loan from related party			36,999				16,200

 

The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

 

NOTE 5 – STOCKHOLDER’S DEFICIT

 

Common Stock

 

On August 22, 2014, the Company issued 5,000,000 shares of common stock to the director of the company at price of $0.0001 per share, for $500 cash.

 

During May 2015, the Company issued 66,660 shares of common stock to various stockholders at price of $0.15 per share, for $10,000 cash.

 

During August 2015, the Company issued 59,994 shares of common stock to various stockholders at price of $0.15 per share, for $9,000 cash.

 

During September 2015, the Company issued 13,665 shares of common stock to various stockholders at price of $0.15 per share, for $2,050 cash.

 

 

NOTE 6 – INCOME TAXES

 

The provision (benefit) for income taxes for the six month periods ended September 30, 2016 and 2015 was as follows (assuming a 15% effective tax rate):

 

		September 30,				September 30,
		2016				2015
		Unaudited
		$				$
Current Tax Provision
Federal-
Taxable income
Total current tax provision			-				-
			-				-
Deferred Tax Provision
Federal-
Loss carry forwards			6,321				230
Change in valuation allowance			(6,321	)			(230	)
Total deferred tax provision			-				-

 

		September 30,				December 31,
		2016				2015
		Unaudited				Audited
		$				$
The Company had deferred income tax assets as of September 30, 2016 and December 31, 2015 as follows:
Loss carry forwards			9,082				2,762
Less - Valuation allowance			(9,082	)			(2,762	)
Total net deferred tax assets			-				-

 

The Company provided a valuation allowance equal to the deferred income tax assets for period ended September 30, 2016 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of September 30, 2016, the Company had approximately $60,549 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2036.

 

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

 

The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed.

 

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

Details of transactions between the Corporation and related parties are disclosed below.

 

The following entities have been identified as related parties:

 

David Breier

Director and greater than 10% stockholder

 

The following balances existed with related parties:

 

		September 30,				December 31,
		2016				2015
		$				$
Balance sheet:
Loan from related party			36,999				16,200

 

From time to time, the president and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “will,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

 

As used in this Quarterly Report, the terms "we," "us," “Company,” "our" and "Computron" mean Computron, Inc., unless otherwise indicated.

 

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.

 

Results of Operations

 

Our results of operations are presented below:

 

Results of Operations for the Three and Nine Months Ended September 30, 2016.

 

Revenue for the three and nine months ended September 30, 2016 was $0 and $1,235.

 

General and administrative expenses for the three months ended September 30, 2016 was $16,933.

 

Liquidity and Capital Resources

 

As of September 30, 2016 we had $0 in cash and cash equivalents, and $38,999 in total liabilities as compared to $4,712 in cash and cash equivalents, and $22,200 in total liabilities as of December 31, 2015.

 

 

We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing.  However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.

 

For the nine months ending September 30, 2016 we earned net cash of $(25,088) in operating activities.

 

Off-Balance Sheet Arrangements

 

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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Inflation

 

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of David Breier our President and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of June 30, 2016. Based upon, and as of the date of this evaluation, David Breier determined that our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

During the fiscal quarter ended June 30, 2016, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under 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 to our operations.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Exhibit Description
3.1		Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form S-1 filed with the SEC on November 7, 2014)
3.2		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1 filed with the SEC on November 7, 2014)
31.1		Certification of the Chief Executive and Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act
32.1		Certification of the Chief Executive and Financial Officer required under Section 1350 of the Exchange Act
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

 

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.

 

	Computron, Inc.
Date November 7th, 2016	By: /s/ David Breier
	David Breier
	Chief Executive Officer