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EX-32.1 - CERTIFICATION - BIOSCIENCE NEUTRACEUTICALS, INC.jbct_ex32z1.htm
EX-31.1 - CERTIFICATION - BIOSCIENCE NEUTRACEUTICALS, INC.jbct_ex31z1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q


þ

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

For the quarterly period ended March 31, 2017

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: 001-36604


JobLocationMap Inc.

(Exact name of registrant as specified in its Charter)


Nevada

46-0745348

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


500 North Michigan Avenue #600

Chicago, IL

60611

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: 773-236-8132


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act:


Common Stock, par value $0.0001

(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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 þ No ¨


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


Large accelerated filer   ¨

Accelerated filer   ¨

Non-accelerated filer     ¨

Smaller reporting company  þ

(Do not check if a smaller reporting company)

Emerging growth company  ¨


If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ 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 second fiscal quarter. Not available

 

As of May 12, 2017 the registrant had 9,500,000 issued and outstanding shares of common stock.

 

 





 


JOBLOCATIONMAP INC.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements." Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plan, including product and service developments, future financial conditions, results or projections or current expectations. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "estimates," "intends," "plan" "expects," "may," "will," "should," "predicts," "anticipates," "continues," or "potential," or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Annual Report.


Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.


Unless otherwise specified or required by context, as used in this Annual Report, the terms "we," "our," "us" and the "Company" refer collectively to JoblocationMap. The term "fiscal year" refers to our fiscal year ending December 31. Unless otherwise indicated, the term "common stock" refers to shares of our common stock.


Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).





 


JOBLOCATIONMAP INC.

TABLE OF CONTENTS



 

Page

PART I. FINANCIAL INFORMATION

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

1

 

 

Unaudited Balance Sheets at March 31, 2017 and December 31, 2016

1

Unaudited Statements of Operations for the three months ended March 31, 2017 and 2016

2

Unaudited Statements of Cash Flows for the three months ended March 31, 2017 and 2016

3

Notes to Financial Statements (unaudited)

4

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

8

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

9

 

 

ITEM 4.

CONTROLS AND PROCEDURES

9

 

 

PART II. OTHER INFORMATION

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

11

 

 

ITEM 1A.

RISK FACTORS

11

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

11

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

11

 

 

ITEM 5.

OTHER INFORMATION

11

 

 

ITEM 6.

EXHIBITS

11

 

 

SIGNATURES

12










 


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


JOBLOCATIONMAP INC.

BALANCE SHEETS

March 31, 2017 and December 31, 2016

 

 

 

March 31,

2017

 

 

December 31,

2016

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

-

 

 

$

-

 

Prepaid expenses

 

 

-

 

 

 

-

 

Total current assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

10,834

 

 

$

7,800

 

Accrual expenses

 

 

-

 

 

 

1,301

 

Loan from related party

 

 

10,273

 

 

 

8,273

 

Total current liabilities

 

 

21,107

 

 

 

17,374

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Preferred stock: $0.0001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2017 and December 31, 2016

 

 

-

 

 

 

-

 

Common stock: $0.0001 par value, 100,000,000 shares authorized, 9,500,000  shares issued and outstanding  as of March 31, 2017 and December 31, 2016

 

 

950

 

 

 

950

 

Additional paid-in capital

 

 

76,550

 

 

 

76,550

 

Accumulated deficit

 

 

(98,607

)

 

 

(94,874

)

Total stockholders’ deficit

 

 

(21,107

)

 

 

(17,374

)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$

-

 

 

$

-

 

 


See accompanying notes to financial statements





1



 


JOBLOCATIONMAP INC.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the three months ended March 31, 2017 and 2016

 

 

 

For The Three Months Ended

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

1,233

 

 

 

995

 

Professional fees

 

 

2,500

 

 

 

2,500

 

 

 

 

 

 

 

 

 

 

Total expenses

 

 

3,733

 

 

 

3,495

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,733

)

 

$

(3,495

)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

9,500,000

 

 

 

9,500,000

 



See accompanying notes to financial statements






2



 


JOBLOCATIONMAP INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the three months ended March 31, 2017 and 2016

 

 

 

For The Three Months Ended

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Cash flow from operating activities

 

 

 

 

 

 

Net loss

 

$

(3,733

)

 

$

(3,495

)

 

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in prepaid expenses

 

 

-

 

 

 

(1,964

)

Increase (decrease) in accounts payable

 

 

3,034

 

 

 

6,500

 

Increase (decrease) in accrual expenses

 

 

(1,301

)

 

 

(1,041

)

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(2,000

)

 

$

-

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

 

Loan from Related Party

 

 

2,000

 

 

 

-

 

Cash flow from financing activities

 

$

2,000

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

-

 

 

 

1,671

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

-

 

 

$

1,671

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$

-

 

Cash paid for income taxes

 

$

-

 

 

$

-

 


See accompanying notes to financial statements





3



 


JOBLOCATIONMAP INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2017


NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A summary of significant accounting policies of JobLocationMap (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose.


Organization, Nature of Business and Trade Name


JobLocationMap (the Company) was incorporated in the State of Nevada on June 15, 2010. JobLocationMap’s principal business objective is developing and marketing an online map application.


The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s online map application before another company develops a similar app.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.


Property and Equipment


Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.


Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:


 

Estimated

 

Useful Lives

Office Equipment

5-10 years

Copier

5-7   years

Vehicles

5-10 years


For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.


The Company has been in the developmental stage since inception and has no operations to date. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment.







4



JOBLOCATIONMAP INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2017

 


Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. 


Revenue recognition


The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured. The Company recognizes revenues on sales of its services, based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.


Fair Value of Financial Instruments


The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


Level 1 – Quoted prices in active markets for identical assets or liabilities.


Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.


In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.


As of March 31, 2017 and December 31, 2016 the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.




5



JOBLOCATIONMAP INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2017

 


Advertising


Advertising expenses are recorded as general and administrative expenses when they are incurred.


Use of Estimates


The preparation of financial statements in accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period.  A change in managements’ estimates or assumptions could have a material impact on JobLocationMap’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. JobLocationMap’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


Capital Stock


The Company has authorized One Hundred Million (100,000,000) shares of common stock with a par value of $0.0001 and Fifty Million (50,000,000) shares of preferred stock with a par value of $0.0001. Nine Million Five Hundred Thousand (9,500,000) shares of common stock were issued and outstanding as of March 31, 2017 and December 31, 2016.


Income Taxes


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.


NOTE B – GOING CONCERN


The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Nature of Business and Trade Name paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.  


During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.


Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.  


In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock and loan from related party. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.



6



JOBLOCATIONMAP INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2017

 


NOTE C – COMMON STOCK


On or about August 29, 2012, Related Party Directors, Omri Morchi and Eden Shoua each purchased 4,000,000 common shares of the company’s common stock for $12,000 each or $0.003 per share.


On September 26, 2014, Company issued 1,500,000 Common Shares of the company at $0.04 per share for cash proceeds of $60,000.


NOTE D – RELATED TRANSACTIONS


During the year ended December 31, 2016, the Company received a loan from a Eden Shoua, Director, totaling $4,329 towards operating expenses. The loan is unsecured, non-interest bearing and due on demand.


During the three months ended March 31, 2017, the Company received a loan from Omri Morchi, Director, totaling $2,000 towards operating expenses. The loan is unsecured, non-interest bearing and due on demand.

 

As of March 31, 2017, related party loan payable outstanding to the Director is $10,273.


NOTE E – SUBSEQUENT EVENT


The Company evaluated all events or transactions that occurred after March 31, 2017 through the date of this filing. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the three months ended March 31, 2017.







7



 


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


THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR IN OUR ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND IN OUR REPORT.


FORWARD-LOOKING STATEMENTS

 

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.


Overview


JobLocationMap Inc. was incorporated under the laws of the state of Nevada on June 15, 2010 and engaged in the development visual job search service that will put together job seekers and employers, JobLocationMap.com.  Our fiscal year end is December 31, and we have no subsidiaries. Our website aims to provide job seekers and employers with a platform to share their valid address and contact information to be shown as a pin on our provided map, manage their job description or their resume, and interact with a community of Job searcher and employers from around the world. Social networking will be utilized as a sales component of the site and the platform itself is not social networking.


Results of Operations


Comparison for the Three Months Ended March 31, 2017 and 2016


Revenues


During the three months period ended March 31, 2017 and 2016 we have not generated any revenue.


Operating Expenses 


The Company’s operating expenses for the three months ended March 31, 2017 and 2016 is $3,733 and $3,495. Operating expenses for the three months ended March 31, 2017 consist of Professional fees $2,500 and General administrative expenses $1,233. Operating expenses for the three months ended March 31, 2016 consists of Professional fees $2,500 and General administrative expenses $995.


Net Loss


During the three months ended March 31, 2017 and 2016 the Company recognized net losses of $3,733 and $3,495.

 

Liquidity and Capital Resources


On March 31, 2017, we had total current assets of $0 and total current liabilities of $21,107 which consist of $10,273 a loan from a related party and accounts payable $10,834.

 



8



 


We have not yet generated any revenue from our operations. We will require additional funds to fully implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.   We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.


Going Concern


We have incurred net losses since our inception on June 10, 2010 through March 31, 2017 totaling $98,607 and have completed only the preliminary stages of our business plan.  We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability.  Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain.  Accordingly, our independent auditors’ report on our financial statements for the year ended December 31, 2015 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

Recently Issued Accounting Pronouncements

 

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

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Required


ITEM 4. CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of  March 31, 2017, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of  March 31, 2017, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company 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 the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


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 Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:


·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



9



 


·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·

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.


Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2017. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.


Our management concluded that, as of March 31, 2017, our internal control over financial reporting was not effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.


This quarterly report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this quarterly report.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING


There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended March 31, 2017 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.










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PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.


ITEM 1A. RISK FACTORS


As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINE SAFETY DISCLOSURES


None.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS


Exhibit

Exhibit Description

31.1

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

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 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.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Definition





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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.


 

JOBLOCATIONMAP INC.

 

 

 

Dated: May 22, 2017

By:

/s/ Liang Chen

 

 

Liang Chen

 

 

President, CEO, and Director








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