GMCI Corp. - FORM 10-Q - March 16, 2017

Attached files

file	filename
EX-32.1 - CERTIFICATION - GMCI Corp.	ex322.htm
EX-32.1 - CERTIFICATION - GMCI Corp.	ex321.htm
EX-31.2 - CERTIFICATION - GMCI Corp.	ex312.htm
EX-31.1 - CERTIFICATION - GMCI Corp.	ex311.htm

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, 2015

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

For the transition period from

000-54629

Commission File Number

GMCI CORP.

(Exact name of registrant as specified in its charter)

Nevada	47-5567250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Level 1 Tower 1 Avenue 3 The Horizon Bangsar South City, Kuala Lumpur 59200
(Address of principal executive offices)

60-3-2242-2259
(Registrant’s telephone number, including area code)


(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. [ ] Yes [X] 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 [X] 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 Exchange Act). [ ] Yes [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [ ] Yes [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of March 14, 2017, GMCI Corp. had 720,802,346 shares of common stock issued and outstanding.

Table of Contents

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7

Item 4.	Controls and Procedures	7

	PART II – OTHER INFORMATION	8

Item 1.	Legal Proceedings	8

Item 1A.	Risk Factors	8

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8

Item 3.	Defaults Upon Senior Securities	8

Item 4.	Mine Safety Disclosures	8

Item 5.	Other Information	9

Item 6.	Exhibits	9

	SIGNATURES	10

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

	Page
Unaudited Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	F-1
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014	F-2
Unaudited Statements of Stockholders' Deficit for the period ended September 30, 2015	F-3
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	F-4
Notes to the Unaudited Consolidated Financial Statements	F-5 to F-11

GMCI Corp.

Consolidated Balance Sheets

(Unaudited)

	September 30, 2015			December 31, 2014

ASSETS
Current Assets
Cash	$	1,577		$	13,297
Prepaid expenses and deposits		131,619			147,939
Total Current Assets		133,196			161,236

Plant and equipment, net		60,618			95,444

TOTAL ASSETS	$	193,814		$	256,680

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and accrued liabilities	$	51,318		$	2,958
Advances payable, related party		663,821			490,837
Total Current Liabilities		715,139			493,795

Total Liabilities		715,139			493,795

Stockholders' Deficit
Common stock - $0.001 par value; 4,000,000,000 shares authorized, 720,802,346 and 500,000,000 issued and outstanding at September 30, 2015 and December 31, 2014		720,802			500,000
Preferred Stock - $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014		-			-
Subscription receivable		(220,000	)		-
Additional Paid in Capital		(360,607	)		(316,348	)
Other comprehensive income (loss)		98,569			17,158
Accumulated deficit		(760,089	)		(437,925	)
Total Stockholders' Deficit		(521,325	)		(237,115	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	193,814		$	256,680

See accompanying notes to the unaudited financial statements

F-1

GMCI Corp.

Consolidated Statements of Operations

(Unaudited)

	Three month ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014

Revenue	$	-		$	-		$	-		$	-

Operating Expenses
Mining exploration expenses		2,334			13,170			2,334			130,476
Professional fees		95,159			3,240			126,192			3,240
General and administrative		55,495			49,196			193,637			153,774
Total Operating Expenses		152,988			65,606			322,164			287,490

(Loss) before taxation		(152,988	)		(65,606	)		(322,164	)		(287,490	)
Taxation		(138	)		-			-			-
Net (Loss)	$	(153,126	)	$	(65,606	)	$	(322,164	)	$	(287,490	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Shares Outstanding: Basic and Diluted		720,802,346			500,000,000			586,779,638			500,000,000

Comprehensive Income (Loss):
Net loss	$	(153,126	)	$	(65,606	)	$	(322,164	)	$	(287,490	)
Effect of foreign currency translation		58,729			7.311			81,411			3,034
Comprehensive Loss	$	(94,397	)	$	(58.295	)	$	(240,753	)	$	(226,158	)

See accompanying notes to the financial statements

F-2

GMCI Corp.

Consolidated Statements of Changes in Stockholders' Deficit

(Unaudited)

											Accumulated
	Common Stock				Share			Additional			Other
			Par		Subscriptions			Paid in			Comprehensive		Accumulated			Total
	Shares		Value		Receivable			Capital			Income (Loss)		Deficit			Equity
Balance, December 31, 2014		500,000,000	$	500,000	$	-			(316,348	)	$	17,158	$	(437,925	)	$	(237,115	)
Recapitalization/shares issued as part of reverse merger (Notes 3, 8)		802,346		802		-			(246,258	)		-		-			(245,456	)
Share issuance for cash		220,000,000		220,000		(220,000	)		-			-		-			-
Convertible notes and accrued interest released		-		-		-			201,999			-		-			201,999
Foreign currency translation adjustments		-		-		-			-			81,411		-			81,411
Loss for the period		-		-		-			-			-		(322,164	)		(322,164	)
Balance, September 30, 2015		720,802,346	$	720,802	$	(220,000	)		(360,607	)	$	98,569	$	(760,089	)	$	(521,325	)

See accompanying notes to the financial statements

F-3

GMCI Corp.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(322,164	)	$	(287,490	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation		19,689			21,785
Changes in operating assets and liabilities:
Other receivable and deposits		(21,995	)		(161,750	)
Accounts Payable and accrued liabilities		53,930			1,771
Advances, related parties		262,808			270,039
NET CASH USED IN OPERATING ACTIVITIES		(7,732	)		(155,645	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Plant and equipment		(2,878	)		(21,836	)
NET CASH USED IN INVESTING ACTIVITIES		(2,878	)		(21,836	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash acquired via reverse acquisition		35			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		35			-

Effects of changes in foreign exchange rate		(1,145	)		2,824

NET CHANGE IN CASH		(11,720	)		(174,657	)
CASH AT BEGINNING OF PERIOD		13,297			194,632
CASH AT END OF PERIOD	$	1,577		$	19,975

Cash Paid during the year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

Non-Cash financing and investing activities:
Other receivable and deposits acquired per reverse merger	$	(6,000	)	$	-
Accounts payable and accrued liabilities acquired per reverse merger		9,448			-
Convertible notes acquired per reverse merger		195,000			-
Amounts due to related parties acquired per reverse merger		47,043			-
Convertible note released and contributed to additional paid in capital		(195,000	)		-
Accrued interest contributed to additional paid in capital		(6,999	)		-
	$	43,492		$	-

See accompanying notes to the financial statements

F-4

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

GMCI Corp., formerly Pacific Metals Corp. (“GMCI” or the “Company”) was incorporated in Nevada on June 28, 2006.

On March 17, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."

On March 19, 2015, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned name change be effected in the market. The Company also requested that its ticker symbol be changed to "GMCI". On April 16, 2015, FINRA granted approval for the name change and the ticker symbol change.

On March 26, 2015, GMCI entered into and closed a Share Exchange Agreement (the "Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia. Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

As a result of the completion of the aforementioned acquisition, SBS is now the Company's wholly-owned subsidiary. The aforementioned business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of SBS. Under reverse acquisition accounting SBS (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination.As a result of the aforementioned transactions a total of 802,346 shares of the Company’s common stock issued and outstanding at December 31, 2014 are reflected as part of the recapitalization transactions impacted March 26, 2015, in our Statements of Stockholder’s Equity (Deficit).

SBS Mining Corp. Malaysia Sdn. Bhd. is a producer of metal ore and is focused on producing iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration. As at the date of this report SBS is not yet generating revenues as a result of its mineral exploration and ore acquisition efforts.

Principals of Consolidation

The consolidated financial statements include the accounts of GMCI and its wholly-owned subsidiary SBS. All significant intercompany balances and transactions have been eliminated.

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

Reclassification

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

F-5

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)

Significant Accounting Principles

Use of Estimates and Assumptions.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2015, cash includes cash on hand and cash in the bank.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

Foreign Currencies

Functional and presentation currency - Items included in the consolidated financial statements of each of the Company and its subsidiary are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in US Dollars, which is the Company’s functional and presentation currency. The functional currency of the Company’s subsidiary, SBS is the Malaysian Ringgit.

Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.

Subsidiaries The results and financial position of the subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

i) assets and liabilities are translated at the closing rate at the date of the balance sheet;

ii) income and expenses are translated at average exchange rates;

iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is. calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates:

Motor Vehicles	20	%
Office equipment	33	%
Tools and equipment	33	%
Computer and software	33	%

F-6

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)

Mineral Properties

The Company is primarily engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

Exploration expenditures

Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. During periods ended September 30, 2015 and 2014, the Company incurred exploration expenses of $2,334 and $130,476, respectively. As at June 30, 2014 the Company had completed its prospecting activities in relation to certain iron ore resources, at which time all associated overhead pending the extraction of the resource in place has been allocated to general operating expense, save certain annual expenses for permitting and licensing of the property.

Inventory

Inventories are stated at the lower of costs incurred or market. Inventories include metals product inventory, which is determined by the stage at which the minerals are in processing (stockpiled minerals, work in process and finished goods).

Stockpiled minerals inventory represents iron ore that has been excavated from inside the mine and then placed on pad area before being crushed and bagged. Stockpiles reserves are measured by estimating the number of tons

added and removed from the stockpile, the number of contained metal ounces or pounds (based on assay data) and the estimated metallurgical recovery rates (based on the expected processing method). Stockpile mineral tonnages are verified by periodic surveys. Costs are allocated to a stockpile based on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the minerals, including applicable overhead, depreciation, depletion and amortization relating to mining operations, and removed at each stockpile’s average cost per recoverable unit.

Work in process inventory represents iron ore that is currently in the process of being converted to a saleable product and may include inventories in our milling process. In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the mines and stockpiles, plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

The Company categorizes all of its inventory as work in process. The Company processes its inventory which ships to a refiner for end processing and so it never carries finished goods.

Inventory of bauxite includes material acquired from local mining operations as well as transport costs for unshipped material and in transit materials on the basis of weight in tonnes.

At the present time, we do not hold any work in process inventory for iron ore or bauxite. Until we begin receiving regular revenues from our milling operations, all milling and smelting costs are expensed as incurred.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the fiscal year ended December 31, 2014 and in the nine months ended September 30, 2015 there was no impairment of long lived assets.

Income Taxes

The company accounts for income taxes in accordance with ASC Topic 740, IncomeTaxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Loss Per Share

The company follows the provisions of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2014, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-7

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 2 – Going Concern

At September 30, 2015 and September 30, 2014, the Company reported a net loss of $322,164 and $287,490 respectively. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2015 and beyond based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

Note 3 – Business Combination

On March 17, 2015, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."

On March 26, 2015, GMCI entered into a Share Exchange Agreement (the "Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia. Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders. As a result of the aforementioned transactions a total of 802,346 shares of the Company’s common stock issued and outstanding at December 31, 2014 are reflected as part of the recapitalization transactions impacted March 26, 2015, in our Statements of Stockholder’s Equity (Deficit).

As a result of the completion of this acquisition, SBS is now the Company's wholly-owned subsidiary.

Pursuant to the terms and conditions of the acquisition agreement, we acquired 100% of the issued capital stock (600,000 common shares) of SBS in exchange for 500,000,000 shares of common stock of the Company.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed relative to the Parent company operations, at the business combination transaction date:

Cash and bank balance	$	35
Other receivable and deposits		6,000
Total identifiable assets	$	6,035

Other payables and accruals	$	9,448
Amounts due to related parties		47,043
Convertible notes		195,000
Total identifiable liabilities	$	251,490

Net identifiable assets	$	(245,456	)

F-8

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 4 – Plant and Equipment

	December 31, 2014		Additions		FX changes			September 30, 2015
Cost
Motor Vehicles	$	118,294			$	(25,439	)	$	92,855
Office equipment		7,060	492			(1,607	)		5,945
Computers and software		4,696		2,386		(1,449	)		5,633
Tools and equipment		606				(130	)		476
	$	130,656	$	2,878	$	(28,625	)	$	104,909

	December 31, 2014		Additions		FX changes			September 30, 2015
Accumulated depreciation
Motor Vehicles	$	30,589	$	16,469	$	(9,119	)	$	37,939
Office equipment		2,867		1,587		(861	)		3,593
Computers and software		1,586		1,493		(572	)		2,507
Tools and equipment		170		140		(58	)		252
	$	35,212	$	19,689	$	(10,610	)	$	44,291

	September 30, 2015		December 31, 2014
Carrying Value
Motor Vehicles	$	54,916	$	87,705
Office equipment		2,352		4,193
Computers and software		3,126		3,110
Tools and equipment		224		436
	$	60,618	$	95,444

Note 5 – Prepaid Expenses and Deposits

	September 30, 2015		December 31, 2014

Sundry receivables	$	16,212	$	3,145
Deposits		3,209		1,858
Recoverable deposit from third party		112,198		142,936
	$	131,619	$	147,939

F-9

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 6 – Mineral Licenses

On January 4, 2014 the Company’s subsidiary, SBS, entered into two agreements with unrelated third parties, YM Tengku Dato’ Kalsom Ibni Al-Marhum Sultan Abu Bakar and YM Tengku Dato’ Norazahan Ibni Al-Marhum Sultan Abu Bakar where under the Company was granted in consideration of all work and fees payable on the underlying lands a power of attorney granting a license to prospect, extract and monetize iron ore on the following two (2) properties:

NO	Mining Land	Mining Area (Hectares)
1	Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia	50
2	Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia	50

The total mining area measures approximately 100 hectares (247 Acres). Under the terms of the agreements the Company may extract and sell the iron ore subject to the payment of 5% royalties, tributes, and all such other fees and expenses as may be assessed. Concurrently with the aforementioned agreements the Company and each of the respective parties entered into an exclusive operating agreement the terms of which set out terms and conditions for the mining operation including the annual costs of the mineral license, rents and other fees over the two-year term of the mineral license, totaling US$6,956 (RM$31,000) per mining area.

Note 7 – Office Lease

On July 10, 2015 the Company’s subsidiary entered into a two-year lease commencing August 1, 2015 for office premises in Kuala Lumpur. Under the terms of the lease the Company will pay monthly rent of $583 USD (RM$2,600) and shall be responsible for all monthly utilities. The Company has paid a deposit of two month rent and a deposit for utilities totaling $1,750 USD (RM$7,800). The annual lease commitment, exclusive of utilities is noted below:

Fiscal 2016: US$ 6,418 (RM$28,600)

Fiscal 2017 US$ 7,000 (RM$31,200)

Fiscal 2018 US$ 583 (RM$2,600)

Note 8 – Convertible Note

During the fiscal year ended December 31, 2014 the Company’s former parent company, Pacific Gold Corp. advanced a further $42,335 to fund our ongoing operations. On November 20, 2014, the Company entered a Debt Swap agreement with Pacific Gold Corp, whereby the Company indebtedness to the parent company totaling $204,932 as of November 20, 2014 was converted to $195,000 in convertible notes bearing interest at a rate of 10% per annum, with a conversion price of $0.05 per share, due and payable on November 20, 2016. The convertible note is payable to the brother of our former officer and director. On May 6, 2015, a General Release and Waiver of debt was entered into between the Company and the brother of our former office and director. Under the General Release and Waiver of debt, the debtor provided the Company a full waiver and release of the convertible note and deemed the convertible note null and void in exchange for the Company quit claiming certain mining claims in return.

The Company recorded a total of $201,999 in respect of the aforementioned debt extinguishment of which $195,000 was principal and $6,999 was accrued interest. The entire amount was allocated to additional paid in capital.

F-10

GMCI Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 9 – Advances from Related Parties / Related Parties Transactions

(a) Expenses paid by related parties:

	September 30, 2015		December 31, 2014

Expenses paid on behalf of the Company by its Directors	$	137,397	$	7,983
Expenses paid on behalf of the Company by controlling shareholder, LYF & Sons Realty Sdn Bhd	$	526,424	$	482,854

(b)

During the nine month period ended September 30, 2015 the Company entered into a subscription agreement with its President and CEO, Mr. Khing Ming for a total of 120 million shares at a price of $0.001 per share for total cash proceeds of $120,000. Mr. Lok paid cash for these shares in July of 2016. As at June 30, 2015, the amount payable under the subscription agreement has been recorded on the balance sheet as “subscription receivable”.

Note 10 – Common Stock

The Company’s authorized common stock consists of 4,000,000,000 common shares with par value of $0.001 and 10,000,000 shares of preferred stock with par value of $0.001 per share.

The Company had 500,000,000 common shares issued and outstanding as of December 31, 2014 as a result of the recapitalization and reverse merger transaction described above in Note 3. In addition, as of the transaction date, there were 802,346 common shares issued and outstanding which are reflected as part of the recapitalization.

On June 15, 2015, the Company entered into Subscription Agreements with its President and CEO, Mr. Lok Khing Ming, and Mr. Liew Kin Sing, a resident of Malaysia, whereby the Company sold to Mr. Lok 120 million shares of its common stock and sold to Mr. Liew 100 million shares of common stock. Both sales were priced at the par value of $0.001. Mr. Lok and Mr. Liew paid cash for these shares in July of 2016. As at September 30, 2015, the amounts payable under the aforementioned subscription agreements has been recorded on the balance sheet as “subscription receivable”

As of September 30, 2015 and December 31, 2014, the Company has the Company has 720,802,346 and 500,000,000 shares of common stock issued and outstanding.

Note 11- Subsequent Events

In January 2016, the licenses for the mineral concessions disclosed above in Note 6 expired. SBS is in negotiations with the owners of these concessions to obtain an extension.

F-11

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

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Description of Business

The Company

GMCI Corp. (“GMCI,” or the “Company”) was incorporated in Nevada on June 28, 2006. On March 17, 2015, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."

On December 12, 2014, a change in control of the Company occurred by virtue of the company's largest shareholder, Pacific Gold Corp., selling 15,110,823 shares of the Company's common stock to Legacy Fiduciary Services Limited. Such shares represented 75.2% of the Company's total issued and outstanding shares of common stock at the time of the transaction. As part of the sale of the shares, Legacy Fiduciary Services Limited arranged to appoint Mr. Lok Khing Ming as the sole officer and director of the Company at the time. Mr. Lok Khing Ming was previously the managing director of SBS Mining Corporation Malaysia Sdn. Bhd., a company engaged in mining and trading iron ore. Mr. Lok's responsibilities include leading the exploration for mining opportunities in and around Malaysia, developing business strategies and implementing the Company's marketing plan. From 2007-2010, Mr. Lok was General Manager of Asia East Coast Mining Sdn. Bhd., a company engaged in gold mining. In November 1991 Mr. Lok earned a Diploma in Electronic Engineering from the Federal Institute of Technology, Malaysia.

Mr. Lok is the Chief Executive Officer of the Company and is also the sole member of the Company’s Board of Directors.

On January 2, 2015, the Company filed a Certificate of Amendment with the State of Nevada to (a) increase the number of authorized shares of Common Stock from 200 million to 4 billion; and (b) decrease all of the Company's then issued and outstanding shares of Common Stock at a ratio of one (1) share for every 25 existing shares, with all fractional shares to be purchased by the Company at the price of $0.02 per share (the "Reverse Split"). These actions were taken by the Company's Board of Directors after receiving the written consent of shareholders holding 82.7% of the Company's voting shares.

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia. Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share Exchange Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sd. Bhd. received 375 million shares. As a result of the Share Exchange Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on the business of SBS as its primary business. The closing of the Share Exchange (the "Closing") occurred on April 23, 2015.

SBS Mining Corp. Malaysia Sdn. Bhd. was formed to prospect, extract and mine metal ore, with a focus on producing iron ore, bauxite and tin ore. In 2014, the Company’s subsidiary acquired rights to extract iron ore under certain mineral licenses with exclusive operating agreements on land covering approximately 100 hectares in Malaysia. The Company carried out exploration on the mineral sites, however, the world market price for iron has plummeted and the Board elected to not commence production on the site until the market price increases in the future. In January 2016 the mineral licenses expired and management of SBS is currently negotiation their renewal. More recently, SBS has entered into agreements to provide financing for the trading of bauxite with a Malaysian entity, with the intent to specifically finance our client’s shipments of the ore to China. During June 2016, the Company has paid a deposit to a third party entity that has stockpiled 110,000 tonnes of bauxite ready for shipment by the Malaysian entity’s customer in the Province of Shangdong, China. The initial shipment of 20,000 metric tonnes was released in February, 2017. The Company has the exclusive right to finance up to 1.8 million tonnes of bauxite for this Malaysian entity, and earn fees of USD$1.00 to $1.50 per tonnage shipped, subject to other contingencies.

The Company also plans to aggressively move towards further acquisition of profitable companies and businesses in order to expand our operations. The Company’s overall objective is to evolve towards becoming an investment holding company as management is planning to acquire multiple businesses or companies in Asia to grow the Company’s operations and revenues.

The sales were made pursuant to the exemption from registration set forth in Regulation S, promulgated by the Securities Exchange Commission under the Securities Act of 1933. No underwriters were utilized in connection with this sale of securities.

Each issuance of these securities was to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

- Mr. Lok is a Malaysian citizen and was in Malaysia at the time of the sale of the shares;

- Mr. Lok agreed to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration;

- Mr. Liew is a Malaysian citizen and was in Malaysia at the time of the sale of the shares;

- Mr. Liew agreed to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration;

Each certificate representing the shares sold contains a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the hold may engage in hedging transactions with regards to the Company’s

These shares were issued subsequently on July 28, 2015.

CURRENT INVESTMENTS

SBS holds licenses to the following two (2) properties on which it is prospecting for iron ore mining:

NO	Mining Land	Mining Area (Hectares)
1	Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia	50
2	Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia	50

The total mining area measures approximately 100 hectares (247 Acres). These licenses expired in January 2016 and are currently under negotiation for renewal.

Due to the continued bearish trend for iron ore prices, SBS believes that iron ore price will eventually fall to $30. Therefore SBS Mining is now moving into financing for bauxite trading in the surrounding area. China imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to the world's biggest consumer of industrial metals.

Bauxite mines are springing up in Malaysia and shipping an ever-increasing amount of the raw material used for the production of aluminum to China, helping fill a gap since Indonesia banned ore exports in January 2015 in a bid to encourage value-added processing at home.

China will need around 130 million tonnes of bauxite next year to feed its fast-growing aluminum industry and must import about 36.8 million of that, according to consultancy CRU. "Definitely bauxite imports from Malaysia will increase significantly next year," said Wan Ling, an analyst with CRU in Beijing, forecasting the country's shipments to China could reach 10 million tonnes. During the first nine (9) months of 2014, Malaysia supplied just 1.27 million tonnes to China and that was 12 times more than the 105,000 tonnes shipped in the same period of 2013.

Plan of Operations

Results of Operations

Revenues

During the September 30, 2015 quarter, we did not realize any revenues as we did not commence mining activities on our properties due to the depressed value of iron ore and we had not commenced our bauxite lead financing activities until June 2016. We expect the first quarter in which we will commence earning revenue will be the quarter ended March 31, 2017.

Operating Expenses

Our consolidated expenses for the three and nine month periods ended September 30, 2015 and 2014:

	Three Months ended September 30, 2015		Three Months ended September 30, 2014		Nine Months ended September 30, 2015		Nine Months ended September 30, 2014

Mining exploration expenses		2,334		13,170		2,334		130,476
Professional fees		95,159		3,240		126,192		3,240
General and administrative		55,495		49,196		193,637		153,774
Total Operating Expenses		152,988		65,606		322,164		287,490

Our general and administrative expenses include rent, telephone, internet services, banking charges, salaries and miscellaneous office costs.

The increase in expenses for the nine-month period ended September 30, 2015 is primarily due to an increase in professional fees incurred incuding legal, filing and accounting fees as the Company completed a reverse merger transaction. Salaries for ongoing staffing requirements following the conclusion of our prospecting efforts were allocated to General and administrative expense, which explains the period over period increase in that category of expenditure. General and administrative fees also experienced and incresae due to the addition of a corporate office and related office expenses.

We expect the general and administrative expenses to increase in future periods as we continue to grow our recently acquired bauxite financing business, as a result of the addition of management staff to help manage growth in the financing business. The Company is also developing plans and aggressively moving towards further acquisition of profitable companies and businesses in order to expand our operations.

Liquidity and Capital Resources

	At September 30, 2015			At December 31, 2014

Current Assets		133,196			161,236
Current Liabilities		715,139			493,795
Working Capital Deficit		(581,943	)		(332,559	)

As of September 30, 2015, the Company had total current assets of $133,196 and a working capital deficit of $581,943, compared to total current assets of $161,236 and a working capital deficit of $332,559 as of December 31, 2014. The increase in our working capital deficit was due to an increase in our accounts payable, and advances payable to a related party which allowed us to fund ongoing operations. A substantive portion of our current assets relate to sundry receivables and deposits on leased property, as well as a deposit paid to a third party by our subsidiary, SBS, which is expected to be recovered in fiscal 2017.

For the nine months ended September 30, 2015, we used $7,732 of cash for operations primarily as a result of a net loss from operations of $322,164 where we experienced a significant increase in advances from related parties of $262,808, an increase in accounts payable of $53,930, an increase in accounts receivable of $21,995, and depreciation expense of $19,689.

Net cash used in investing activities was $2,878 and net cash provided by financing activities was $35 during the nine months ended September 30, 2015.

Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission (‘SEC”).

Critical Accounting Policies

The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements.

There have been no material changes to these policies during fiscal 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended September 30, 2015, 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.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties

Item 1A. Risk Factors.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

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

Exemptions from Registration

- Mr. Lok is a Malaysian citizen and was in Malaysia at the time of the sale of the shares;

- Mr. Lok agreed to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration;

- Mr. Liew is a Malaysian citizen and was in Malaysia at the time of the sale of the shares;

- Mr. Liew agreed to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration;

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the quarter ended September 30, 2015.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are as indicated below.


Item No.	Description
3.1	Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.01 to the Registrant’s Form 10-12g, filed on March 27, 2012.
3.2	Articles of Merger dated March 16, 2015, changing the Registrant’s name to GMCI Corp
3.3	Certificate of Amendment dated January 2, 2015, increasing the Registrant’s authorized share capital to 4 billion shares and decreasing its issued and outstanding shares at a ratio of 25:1.
3.3	Bylaws of Registrant incorporated by reference to Exhibit 3.02 to the Registrant’s Form 10-12g, filed March 27, 2012.
10.1	Promissory note from Pacific Gold Corp incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-12g, filed on March 27, 2012.
10.2	Share Exchange Agreement, dated March 26, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed on April 29, 2015, file number 000-54629.
31.1	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (1)
101.INS	XBRL Instance Document (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (1)
101.SCH	XBRL Taxonomy Extension Schema (1)
(1)	Filed herewith electronically

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.

		GMCI CORP.
		(the "Registrant")

		/s/ Calvin Chin
		Name: Calvin Chin
		Title: Chief Executive Officer

		Date: March 16, 2017

		/s/ M.W. Chan
		Name: M.W. Chan
		Title: Chief Financial Officer

		Date: March 16, 2017

GMCI Corp. - FORM 10-Q - March 16, 2017

Attached files

GMCI Corp. Reports