U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

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

 

For the quarterly period ended June 30, 2017

 

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

 

For the transition period from ____________ to _____________

 

Commission File No. 333-194145

 

MEDRESPONSE CORP. (f/k/a Merecot Corp.)

(Exact name of registrant as specified in its charter)

 

Nevada		68-0683374
(State of incorporation)		(IRS Employer ID Number)

 

7040 Hayvenhurst Ave. #200

Van Nuys, CA 91406

818-442-9222

(Address and telephone number of principal executive offices)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

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

 

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	¨	Non-accelerated filer	¨
Accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

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 September 25, 2017, the registrant had 9,560,000 shares of its common stock, $0.001 par value, issued and outstanding.

 

 

MEDRESPONSE CORP.

(f/k/a MERECOT CORP.)

FORM 10-Q

 

JUNE 30, 2017

 

INDEX

 

			Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 4.	Controls and Procedures		16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosures		18
Item 5.	Other Information		18
Item 6.	Exhibits		19
SIGNATURES			20

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TABLE OF CONTENTS

 

Index to Financial Statements		Page
Balance Sheets (unaudited) as of June 30, 2017 and December 31, 2016		4
Statements of Operations for the three and six months ended June 30, 2017 and 2016 (unaudited)		5
Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (unaudited)		6
Notes to Financial Statements (unaudited)		7

 

3

 

MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Balance Sheets

(Unaudited)

 

		June 30,				December 31,
		2017				2016
ASSETS
Current assets
Cash		$	778			$	862
Total current assets			778				862
Total Assets		$	778			$	862
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	6,195			$	7,700
Accounts payable to related parties			25,169				20,064
Accrued expenses			701				701
Total current liabilities			32,065				28,465
Total Liabilities			32,065				28,465
Stockholders’ deficit
Common stock, $0.001 par value, 75,000,000 shares authorized, 9,560,000 and 9,560,000 shares issued and outstanding, respectively			9,560				9,560
Additional paid-in capital			29,040				29,040
Accumulated deficit			(69,887	)			(66,203	)
Total stockholders deficit			(31,287	)			(27,603	)
Total liabilities and stockholders deficit		$	778			$	862

 

See accompanying notes to unaudited financial statements.

 

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MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Statements of Operations

(unaudited)

 

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2017				2016				2017				2016
Revenue		$	-			$	-			$	-			$	-
Operating expenses:
Professional fees			300				1,300				3,600				8,150
General and administrative			42				84				84				200
Total Operating Expenses			342				1,384				3,684				8,350
Operating loss			(342	)			(1,384	)			(3,684	)			(8,350	)
Other income (expense):
Interest expense			-				(340	)			-				(681	)
Total other income (expense)			-				(340	)			-				(681	)
Net Income/loss		$	(342	)		$	(1,724	)		$	(3,684	)		$	(9,031	)
Net Income/(loss) per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding - basic and diluted			9,560,000				9,560,000				9,560,000				9,560,000

 

See accompanying notes to unaudited financial statements.

 

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MEDRESPONSE CORP.

(f/k/a Merecot Corp.)

Condensed Statements of Cash Flows

(unaudited)

For the Six Months Ended June 30,

 

		2017				2016
Cash flows from operating activities:
Net Income/(loss)		$	(3,684	)		$	(9,031	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation			-				-
Changes in operating assets and liabilities
Accounts payable			(1,505	)			8,182
Accrued expenses			-				681
Net cash used in operating activities			(5,189	)			(168	)
Cash flows from financing activities:
Advances from related parties			5,105				1,000
Payments to related party			-				-
Proceeds from note payable			-				-
Net cash provided by financing activities			5,105				1,000
Net Change in Cash			(84	)			832
Cash, beginning of period			862				100
Cash, end of period		$	778			$	932
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
NON-CASH INVSTING AND FINANCING ACTIVITIES:
Convertible note paid off by related party		$	-			$	11,500

 

 

See accompanying notes to unaudited financial statements.

 

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MEDRESPONSE CORP.

(f/k/a MERECOT CORP.)

Notes to Condensed Financial Statements

June 30, 2017

(unaudited)

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Organization

 

The Company was a startup company that was incorporated in Nevada under the name Merecot Corp. on June 13, 2014. On December 3, 2015, the Company changed its name to Medresponse Corp.

 

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between Dr. Malone and Evgenia Gonikman (the “Seller”). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company’s outstanding restricted stock for $25,000, representing 69.8% of the common stock of the Company.

 

On November 10, 2015, the Company experienced another change in control. Andrew Stepansky acquired Dr. Malone’s shares of the Company pursuant to a stock purchase agreement. On the closing date, November 10, 2015, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company’s outstanding restricted stock for $25,000, representing 69.8% of the common stock of the Company.

 

Nature of Operations

 

The Company’s business plan is now focused on providing medical transportation services and management services related to medical transportation services.

 

We have had no operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock and advances from our officer as the source of funding for our operations.

 

Basis of Presentation

 

The accompanying unaudited financial statements of Medresponse have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended June 30, 2017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2017. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2016 filed on September 15, 2017 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Property, Equipment and Depreciation

 

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

 

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Revenue Recognition

 

The Company recognizes revenue for our services in accordance with ASC 605-10, “Revenue Recognition in Financial Statements.” Under these guidelines, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company’s business plan has, for the future, one primary revenue stream as follows:

 

·

Ambulance services.

 

Stock-Based Compensation

 

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

 

Advertising

 

Advertising is expensed as incurred and is included in selling, general and administrative expenses on the accompanying statement of operations. For the six months ended June 30, 2017 and 2016 advertising expense was $0 and $0, respectively.

 

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Net Earnings (Loss) Per Share

 

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

 

Effect of Recent Accounting Pronouncements

 

The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these audited financial statements that were considered significant by management were evaluated for the potential effect on these audited financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these audited financial statements as presented and does not anticipate the need for any future restatement of these audited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2017 through the date these financial statements were issued.

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a net loss of $3,684 and used cash in operating activities of $5,189 for the six months ended June 30, 2017. The Company had working capital deficit and accumulated deficit of $31,287 and $69,887, respectively, at June 30, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

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NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 25, 2017, there were no pending or threatened lawsuits, except as follows:

 

The Company has been threatened with legal action with a vendor for $2,000. The Company has not completed the transaction as it disputes the quality of services provided by the vendor and cancelled the contract with the vendor. The Company will contest the charge accordingly. Management has determined that the eventual outcome will not have significant effect on the Company’s financial statements.

 

NOTE 4 – RELATED PARTIES TRANSACTIONS

 

Andrew Stepansky, an officer and director of the Company, has payables and accruals due to him of $13,669 and $8,564 as of June 30, 2017 and December 31, 2016.

 

On June 30, 2016, the Company and Embles Financial, Inc. entered into a mutual release agreement whereby Embles Financial, Inc. forfeited all debt owed by the Company. As of June 30, 2016, the convertible note payable to Embles Financial, Inc. consisted of principal of $11,500 and accrued interest of $701. The convertible note was paid in full by a related party to the Company. Therefore on June 30, 2016, the Company reclassified $11,500 of convertible notes payable to accounts payable to related party.

 

As of June 30, 2017 and December 31, 2016, the Company had accounts payable to related parties balance of $25,169 and $20,064.

 

On November 9, 2015, prior to the change of control, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share. See Note 6.

 

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share. See Note 6.

 

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NOTE 5 – STOCKHOLDER’S EQUITY

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is 75,000,000 shares of which 75,000,000 shares shall be common stock, par value $0.001 per share.

 

Common Stock

 

On June 21, 2013, upon formation, the Company sold 5,000,000 shares of common stock to the founder of the Company at $0.001 per share, or $5,000.

 

Between June 18, 2014 and September 26, 2014 the Company issued 2,160,000 shares of common stock to 27 investors at $0.01 per share, or $21,600 in aggregate for cash.

 

On November 9, 2015, the Company issued 2,000,000 shares of common stock to Turo LLC, a company controlled by Dr. Malone, the CEO and Director of the Company at that time. The stock was issued for services rendered, valued at $10,000, or $0.005 per share, as determined by the Board of Directors of the Company. See Note 4.

 

On November 9, 2015, the Company issued 200,000 shares of common stock to Looney Enterprises, a company controlled by Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day.

 

On November 9, 2015, the Company issued 200,000 shares of common stock to Emaln, LLC, a company controlled by a person related to Dr. Malone. The stock was issued for services rendered, valued at $1,000, or $0.005 per share, which was based on the value established on other issuances on this day. See Note 4.

 

As of June 30, 2017 and December 31, 2016, the Company has 9,560,000 shares of common stock issued and outstanding.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed.

 

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

 

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

 

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

 

Company Overview

 

The Company was a startup company that was incorporated in Nevada under the name Merecot Corp. on June 13, 2014. On December 3, 2015, the Company changed its name to Medresponse Corp.

 

On September 17, 2015, the Company experienced a change in control. Dr. Arthur Malone, Jr. acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Dr. Malone and Evgenia Gonikman (the “Seller”). On the closing date, September 17, 2015, pursuant to the terms of the Stock Purchase Agreement, Dr. Malone purchased from the Seller 5,000,000 shares of the Company’s outstanding restricted stock for $25,000, representing 69.8% of total shares outstanding.

 

On November 10, 2015, the Company experienced a change in control. Andrew Stepansky acquired a controlling interest of the issued and outstanding common stock of the Company in accordance with stock purchase agreements by and between Mr. Stepansky and Dr. Malone (the “Seller”). On the closing date, November 10, 2015, pursuant to the terms of the Stock Purchase Agreement, Mr. Stepansky purchased from the Seller 5,000,000 shares of the Company’s outstanding restricted stock for $25,000, representing 69.8% of total shares outstanding.

 

Prior to the two change of control transactions, we were a startup company that originally intended to engage in the business of creating an automated supply chain Web services to the Spa and Wellness industry.

 

The Company’s business plan is to engage in medical related activities, specifically transportation services related to the medical industry and/or management services related to medical transportation services.

 

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We have had no operations and have been issued a “going concern” opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

 

Our principal executive office is located at 7040 Hayvenhurst Ave. #200, Van Nuys, California 91406. Our telephone number is (818) 442-9222, and our registered agent for service of process is the Incorp Services, Inc., located at 2360 Corporate Circle, Suite 400, Henderson, Nevada, 89074-7722. We were incorporated in the State of Nevada on June 21, 2013. Our fiscal year end is December 31.

 

RESULTS OF OPERATION

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

For the Three Months Ended June 30, 2017 and 2016

 

Revenue

 

For the three months ended June 30, 2017, our revenue was $0, compared to $0 for the same period in 2016.

 

Operating Expenses

 

For the three months ended June 30, 2017, operating expenses were $342 compared to $1,384 for the same period in 2016. The decrease was primarily due to decrease in professional fees.

 

Net Income / (Loss)

 

We generated a net loss of $342 for the three months ended June 30, 2017, compared to a net loss of $1,724 for the same period in 2016.

 

For the Six Months Ended June 30, 2017 and 2016

 

Revenue

 

For the six months ended June 30, 2017, our revenue was $0, compared to $0 for the same period in 2016.

 

Operating Expenses

 

For the six months ended June 30, 2017, operating expenses were $3,684 compared to $9,031 for the same period in 2016. The decrease was primarily due to decrease in professional fees.

 

Net Income / (Loss)

 

We generated a net loss of $3,684 for the six months ended June 30, 2017, compared to a net loss of $9,031 for the same period in 2016.

 

Liquidity and Capital Resources

 

As of June 30, 2017, the Company had $778 in cash. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.

 

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CASH FLOWS FROM OPERATING ACTIVITIES

 

We used cash in operations of $5,189 for the six months ended June 30, 2017 compared to cash used in operations of $168 for the six months ended June 30, 2016.

 

We used cash in investing activities of $0 and $0 for the six months ended June 30, 2017 and 2016, respectively.

 

We had net cash provided (used in) by financing activities of $5,105 and $1,000 for the six months ended June 30, 2017 and 2016, respectively.

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

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Going Concern

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a net loss of $3,684 and used cash in operating activities of $5,189 for the six months ended June 30, 2017. The Company had working capital deficit and accumulated deficit of $31,287 and $69,887, respectively, at June 30, 2017. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

 

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, 2016, included in our Annual Report on Form 10-K as filed on September 15, 2017, for a discussion of our critical accounting policies and estimates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

	1.	The Company intends to appoint additional independent directors;
	2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
	4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

 

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To remediate our internal control weaknesses, management intends to implement the following measures:

 

	●	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
	●	The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
	●	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
	●	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

 

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control Over Financial Reporting

 

Except as set forth above, due to the new business plan, we are in the process of finalizing our controls over the new business process.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

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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, except as noted below.

 

The Company has been threatened with legal action with a vendor for $2,000. The Company has not completed the transaction as it disputes the quality of services provided by the vendor and cancelled the contract with the vendor. The Company will contest the charge accordingly. Management has determined that the eventual outcome will not have significant effect on the Company’s financial statements.

 

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

 

We did not issue unregistered securities during the quarter ending June 30, 2017.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

 

Number		Description
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on February 26, 2014)
3.2		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K, filed on January 19, 2016)
4.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on February 26, 2014)
31.1 (1)		Certification of Principal Executive Officer of Medresponse Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (1)		Certification of Principal Accounting Officer of Medresponse Corp. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (1)		Certification of Principal Executive Officer of Medresponse Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 (1)		Certification of Principal Accounting Officer of Medresponse Corp. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.INS		XBRL Taxonomy Extension Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

___________

(1) Filed herewith

 

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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.

 

 

	Medresponse Corp.
Dated: September 25, 2017	By:	/s/ Andrew Stepansky
		Andrew Stepansky
		Chief Executive Officer and Chief Financial Officer

 

 

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