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EX-32.1 - CERTIFICATION - JOBLOCATIONMAP INCjbct_ex321.htm
EX-31.1 - CERTIFICATION - JOBLOCATIONMAP INCjbct_ex311.htm

 

UNITED STATES

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 September 30, 2017

 

or

 

o TRANSITION REPORT UNDER 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 incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

500 North Michigan Avenue #600, Chicago IL

 

60611

(Address of principal executive offices)

 

(Zip Code)

 

773-236-8132

(Registrant’s telephone number, including area code)

 

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES    o 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). x YES    o 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

o

 

Accelerated filer

o

Non-accelerated filer

o

(Do not check if a smaller reporting company)

Smaller reporting company

x

 

 

 

Emerging growth company

o

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o YES    x NO

 

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

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES    o NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

9,500,000 common shares issued and outstanding as of December 6, 2017.

 

 
 
 
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION.

 

 

 

 

 

Item 1.

Financial Statements.

 

3

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition or Plan of Operation.

 

10

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

14

 

 

 

 

Item 4.

Controls and Procedures.

 

14

 

 

 

 

PART II - OTHER INFORMATION.

 

 

 

 

 

Item 1.

Legal Proceedings.

 

16

 

 

 

 

Item 1A.

Risk Factors.

 

16

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

16

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

16

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

16

 

 

 

 

Item 5.

Other Information.

 

16

 

 

 

 

Item 6.

Exhibits.

 

17

 

 

 

 

SIGNATURES.

 

18

 

 

 
2
 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

JOBLOCATIONMAP INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2017 and December 31, 2016

(Unaudited)

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 392

 

 

$ -

 

Inventory

 

 

3,954

 

 

 

-

 

Total Current Assets

 

 

4,346

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

87,896

 

 

 

-

 

Total Assets

 

$ 92,242

 

 

$ -

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

14,316

 

 

 

9,101

 

Due to related parties

 

 

75,279

 

 

 

8,273

 

Notes payable

 

 

27,500

 

 

 

-

 

Total Current Liabilities

 

 

117,095

 

 

 

17,374

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

117,095

 

 

 

17,374

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred Stock, par value $0.0001, 50,000,000 shares authorized, 0 shares issued and outstanding, respectively

 

 

-

 

 

 

-

 

Common Stock, par value $0.0001, 100,000,000 shares authorized, 9,700,000 and 9,500,000 shares issued and outstanding, respectively

 

 

970

 

 

 

950

 

Additional paid-in capital

 

 

91,337

 

 

 

76,550

 

Accumulated deficit

 

 

(117,160 )

 

 

(94,874 )

Total Stockholders’ Deficit

 

 

(24,853 )

 

 

(17,374 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ 92,242

 

 

$ -

 

 

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

 

 
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JOBLOCATIONMAP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ 4,318

 

 

$ -

 

 

$ 4,318

 

 

$ -

 

Cost of Goods Sold

 

 

3,518

 

 

 

-

 

 

 

3,518

 

 

 

-

 

Gross Profit

 

 

800

 

 

 

-

 

 

 

800

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

1,495

 

 

 

970

 

 

 

2,728

 

 

 

3,684

 

Professional

 

 

15,200

 

 

 

1,800

 

 

 

19,450

 

 

 

7,075

 

Total operating expenses

 

 

16,695

 

 

 

2,770

 

 

 

22,178

 

 

 

10,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(15,895 )

 

 

(2,770 )

 

 

(21,378 )

 

 

(10,759 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,462 )

 

 

-

 

 

 

(2,462 )

 

 

-

 

Debt forgiveness

 

 

1,554

 

 

 

 

 

 

 

1,554

 

 

 

-

 

Total other expense

 

 

(908 )

 

 

-

 

 

 

(908 )

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(16,803 )

 

 

(2,770 )

 

 

(22,286 )

 

 

(10,759 )

Provision for income taxes

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$ (16,803 )

 

$ (2,770 )

 

$ (22,286 )

 

$ (10,759 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

 

9,680,435

 

 

 

9,500,000

 

 

 

9,560,584

 

 

 

9,500,000

 

 

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

 

 
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JOBLOCATIONMAP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (22,286 )

 

$ (10,759 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

-

 

 

 

-

 

Debt forgiveness

 

 

(1,554 )

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

922

 

 

 

-

 

Accounts payable and accrued liabilities

 

 

2,691

 

 

 

4,759

 

Net Cash Used in Operating Activities

 

 

(20,227 )

 

 

(6,000 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Acquisition of subsidiary

 

 

(47,972 )

 

 

-

 

Net Cash Used in Investing Activities

 

 

(47,972 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Shareholder loans

 

 

57,208

 

 

 

4,329

 

Repayments of shareholder loans

 

 

(8,010 )

 

 

-

 

Repayments of Loan(s)

 

 

(8,107 )

 

 

-

 

Proceeds from notes payable

 

 

27,500

 

 

 

-

 

Net Cash Provided By Financing Activities

 

 

68,591

 

 

 

4,329

 

 

 

 

 

 

 

 

 

 

Net Increase (decrease) in Cash and Cash Equivalents

 

 

392

 

 

 

(1,671 )

Cash and Cash Equivalents, beginning of period

 

 

-

 

 

 

1,671

 

Cash and Cash Equivalents, end of period

 

$ 392

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-Cash Disclosure:

 

 

 

 

 

 

 

 

Forgiveness of debt by related party to contributed capital

 

$ 8,273

 

 

$ -

 

Accounts payable balances settled by previous owner

 

$ 6,534

 

 

$ -

 

 

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

 

 
5
 
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JOBLOCATIONMAP INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization, Nature of Business and Trade Name

 

JobLocationMap Inc. (the Company) was incorporated in the State of Nevada on June 15, 2010. JobLocationMap Inc.’s principal business objective is developing and marketing an online map application. The Company is located at 500 North Michigan Avenue #600, Chicago, Illinois.

 

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.

 

Recent Developments

 

On July 10, 2017, the Company acquired all of the shares of Bio Health Products Inc. a Nevada corporation, in exchange for 200,000 shares of the Company’s common stock, whereby Bio Health Products Inc. became a wholly owned subsidiary of the Company. Bio Health Products Inc. had previously acquired the assets of Essential Oils, a sole proprietorship. Bio Health Products Inc. was owned by Liang Chen, the CEO of the Company.

 

As these transactions are between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests and has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values and no recognition of goodwill was made. The Company has presented earnings per share based on the new parent company shares issued to the former shareholders of the Company.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated 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.

 

Basis of Presentation

 

The results for the nine months ended September 30, 2017 are not necessarily indicative of the results of operations for the full year. These consolidated financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

 

The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2017 and for the related periods presented.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated.

 

 
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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 Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. JobLocationMap Inc.’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.

 

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.

 

Inventory

 

The Company’s inventory consists of oil products. All inventory is finished goods. Inventories are stated at the lower of cost or market value. Inventory is stored off-site and held by a third party. The Company utilizes last-in first-out for inventory items held. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As at September 30, 2017, the Company determined that no reserve was required.

 

Goodwill

 

We account for goodwill in accordance with ASC 350 ”Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

 

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.

 

 
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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 September 30, 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.

 

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.

 

Recent Accounting Pronouncements

 

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, ”Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis.

 

In January 2017, the FASB issued ASU No. 2017-01, ”Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction.

 

NOTE 3 – GOING CONCERN

 

The Company’s consolidated 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.

 

 
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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.

 

NOTE 4 – EQUITY

 

The Company has authorized 100,000,000 shares of common stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001.

 

Preferred stock

 

As of September 30, 2017 and December 31, 2016, there was no shares issued and outstanding.

 

Common stock

 

On July 10, 2017, the Company issued 200,000 shares to acquire all of the shares of Bio Health Products Inc. (Note 1).

 

9,700,000 and 9,500,000 shares of common stock were issued and outstanding as of September 30, 2017 and December 31, 2016.

 

NOTE 5 – NOTE PAYABLE

 

On June 9, 2017, the Company issued note payable of $7,500 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.

 

On August 14, 2017, the Company issued note payable of $20,000 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.

 

As of September 30, 2017 and December 31, 2016, the Company owed notes payable of $27,500 and $0, respectively.

 

NOTE 6 – RELATED TRANSACTIONS

 

Due to related parties

 

During the nine months ended September 30, 2017, the Company received loans from the previous Related Party Directors of $10,834 to pay for operating expenses. Prior to the sale of their shares, the loans to the two previous Related Party Directors were $21,107. Upon completion of the share purchase agreements between the two previous Related Party Directors, and the new CEO, the $14,807 was forgiven, and recorded to additional paid-in capital.

 

During the nine months ended September 30, 2017, the new CEO loaned the Company $49,825 for operational expenses and acquisition of subsidiary.

 

During the nine months ended September 30, 2017, the former officer of the subsidiary advanced $1,082 for operational expenses and repaid $8,009.

 

As of September 30, 2017 and December 31, 2017, related party loan payable outstanding is $75,279 and $8,273, respectively.

 

NOTE 7 – SUBSEQUENT EVENT

 

The Company evaluated all events or transactions that occurred after September 30, 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 nine months ended September 30, 2017.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

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

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean JobLocationMap Inc. and our wholly owned subsidiary, Bio Health Products Inc., a Nevada corporation, unless otherwise indicated.

 

General Overview

 

We were incorporated under the laws of the State of Nevada on June 15, 2010. Our principal business objective since incorporation was developing and marketing an online map application.

 

On July 10, 2017, we acquired all of the shares of Bio Health Products Inc. a Nevada corporation, in exchange for 200,000 shares of our common stock, whereby Bio Health Products became a wholly owned subsidiary of our company. Bio Health Products Inc. had previous acquired the assets of Essential Oils, a sole proprietorship. Bio Health Products Inc. was owned by Liang Chen, the CEO of our company.

 

With the acquisition of Bio Health Products (“BHP”) our company is changing its focus to the sale of high end pure organic oils also called “Essential Oils”. We now operate the website www.bestaromaoils.com that was acquired as part of the BHP transaction.

 

Our address is 500 North Michigan Avenue, #600, Chicago, IL 60611. Our telephone number is (773) 236-8132.

 

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

 

Our Current Business

 

As of July 10, 2017, our business is focused on the high end pure organic oils also called “Essential Oils through our website www.bestaromaoils.com.

 

 
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BHP orders pure oils wholesale from suppliers and repackages and rebrands them to sell to end consumers. It specializes in a few key product lines currently and has built up its branding by marketing to sell niche lifestyle products that are branded as being very pure and only available in high concentration.

 

Essential oils can be distilled from leaves, barks, roots and other parts of a plant. They are said therefore to contain the true essence of these plants and can be used then to provide psychological and physical therapeutic benefits. Such oils have been used for thousands of years but it was only in the 1970s to 1980s that these oils started to become a major part of alternative health therapy around the world. Since then people have also started creating cleaners as well as pet remedies from these oils. Essential oils are also widely utilized in cleaning & home products owing to their superior antibacterial and antiseptic properties. Customers are keen on specialized products as various applications require specific characteristics and ingredients.

 

These naturally derived oils have no detrimental side effect unlike most conventional drugs and medicines, which is a major driving factor for the essential oil market. Increasing demand for natural personal care products and pleasant aromatic cleaning agents is expected to foster the industry growth in these applications. Growing need for aromatic flavors and fragrances in cosmetics, perfumes, as well as spa and relaxation applications is expected to fuel demand in upcoming years.

 

Most of these oils are created by large farm distribution centers which in turn send their products to their industrial partners or to distributors to repackage, brand and also to sometimes dilute down these oils for sale at a retail level.

 

Oils can also be used individually or blended to produce additional uses. Single oils for example can be used for arthritis, muscle pain, colds, diarrhea and blends can be used for the treatment of acne, boost immunity and anti-aging

 

BHP’s product line consists of:

 

·

Tea Tree Oil is perfect for acne treatment, skin tag removal, dry scalp and dandruff, toe and foot fungus, wart removal, and skin oil remover.

·

Eucalyptus Oil will act as a nasal decongestant to clear sinuses to allow for easier breathing. It will open up air passages so a good comfortable night rest is possible.

·

Castor Oil is good for hair growth and to grow and strengthen eyelashes and eyebrows. It can also be used as a facial moisturizer and in skin care

·

Rosehip Oil is for skin and facial care, helps to reduces wrinkles and fine lines and has good anti-aging properties

·

Lemon Oil’s strong citrus scent works well in aromatherapy diffusers and can also be used as a natural household cleaner and disinfectant, and in DIY skin care recipes

·

Cinnamon Oil is best used for aromatherapy and muscle pain relief. It therefore works well for massages and in anxiety and depression relief

·

Cedarwood Oil,

·

Lemongrass Oil can be used for aromatherapy and as a fragrance additive. It also has anti-inflammatory, anti-fungal and bug repellent properties.

·

Emu Oil will help regenerate skin to provide a youthful appearance. It can be used as a facial toner and it will improve damage from eczema, psoriasis, burn scars, surgical scars, redness, age spots, sun spots, sores, and can also be used to help moisturize dry skin.

 

 
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Results of Operations

 

The following summary of our operations should be read in conjunction with our unaudited consolidated financial statements for the three and nine months ended September 30, 2017 and 2016.

 

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

 

 

 

Three Months Ended

 

 

 

 

 

September 30,

 

 

 

 

 

2017

 

 

2016

 

 

Change

 

Revenue

 

$ 4,318

 

 

$ -

 

 

$ 4,318

 

Cost of Goods Sold

 

 

3,518

 

 

 

-

 

 

 

3,518

 

Gross Profit

 

 

800

 

 

 

-

 

 

 

800

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

-

 

General and administrative expenses

 

 

1,495

 

 

 

970

 

 

 

525

 

Professional fees

 

 

15,200

 

 

 

1,800

 

 

 

13,400

 

Other expense

 

 

(908 )

 

 

-

 

 

 

(908 )

Net Loss

 

$ (16,803 )

 

$ (2,770 )

 

$ (14,033 )

 

During the three months ended September 30, 2017, we generated $4,318 in revenue compared to $0 for the three months ended September 30, 2016. During the three months ended September 30, 2017, we incurred cost of goods sold of $3,518 compared to $0 for the three months ended September 30, 2016. The increase in revenue and cost of goods sold was due to an acquisition of subsidiary and new business.

 

Our operating expenses, for the three months ended September 30, 2017 were $16,695 compared to $2,770 for the same period in 2016. The increase in operating expenses was primarily as a result of an acquisition of subsidiary and new business.

 

We incurred a net loss of $16,803 and $2,770 for the three months ended September 30, 2017 and 2016, respectively.

 

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

 

 

2017

 

 

2016

 

 

Change

 

Revenue

 

$ 4,318

 

 

$ -

 

 

$ 4,318

 

Cost of Goods Sold

 

 

3,518

 

 

 

-

 

 

 

3,518

 

Gross Profit

 

 

800

 

 

 

-

 

 

 

800

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

-

 

General and administrative expenses

 

 

2,728

 

 

 

3,684

 

 

 

(956 )

Professional fees

 

 

19,450

 

 

 

7,075

 

 

 

12,375

 

Other income (expense)

 

 

(908 )

 

 

-

 

 

 

(908 )

Net Loss

 

$ (22,286 )

 

$ (10,759 )

 

$ (11,527 )

 

During the nine months ended September 30, 2017, we generated $4,318 in revenue compared to $0 for the three months ended September 30, 2016. During the nine months ended September 30, 2017, we incurred cost of goods sold of $3,518 compared to $0 for the nine months ended September 30, 2016. The increase in revenue and cost of goods sold was due to an acquisition of subsidiary and new business.

 

 
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Our operating expenses, for the nine months ended September 30, 2017 were $22,178 compared to $10,759 for the same period in 2016. The increase in operating expenses was primarily as a result of an acquisition of subsidiary and new business.

 

We incurred a net loss of $22,286 and $10,759 for the nine months ended September 30, 2017 and 2016, respectively.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

September 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Cash

 

$ 392

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$ 4,346

 

 

$ -

 

Current Liabilities

 

$ 117,095

 

 

$ 17,374

 

Working Capital Deficiency

 

$ (112,749 )

 

$ (17,374 )

 

Cash Flows

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2017

 

 

2016

 

Cash Flows used in Operating Activities

 

$ (20,227 )

 

$ (6,000 )

Cash Flows from Investing Activities

 

 

(47,972 )

 

 

-

 

Cash Flows from Financing Activities

 

 

68,591

 

 

 

4,329

 

Net Decrease in Cash During Period

 

$ 392

 

 

$ (1,671 )

 

As at September 30, 2017 our company’s cash balance was $392 and total assets were $92,242. As at December 31, 2016, our company’s cash balance was $Nil and total assets were $Nil.

 

As at September 30, 2107, our company had total liabilities of $117,095, compared with total liabilities of $17,374 as at December 31, 2016.

 

As at September 30, 2017, our company had a working capital deficiency of $112,749 compared with a working capital deficiency of $17,374 as at December 31, 2016. The increase in working capital deficit was primarily attributed to an increase in due to related parties of $67,006 and note payable of $27,500.

 

Cash Flow from Operating Activities

 

During the nine months ended September 30, 2017, our company used $20,227 in cash from operating activities, compared to $6,000 cash used in operating activities during the nine months ended September 30, 2016. The cash used from operating activities for the nine months ended September 30, 2017 was attributed to a net loss of $22,286, and was increased by debt forgiveness of $1,554, and decreased by a net increase in the change of operating assets and liabilities of $3,613.

 

Cash Flow from Investing Activities

 

During the nine months ended September 30, 2017 our company used $47,972 for acquisition of subsidiary in investing activities compared to $0 used in investing activities during the nine months ended September 30, 2016.

 

 
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Cash Flow from Financing Activities

 

During the nine months ended September 30, 2017 our company received $68,591from financing activities compared to $4,329 received from financing activities during the nine months ended September 30, 2016. For the nine months ended September 30, 2017, we received $57,208 from shareholder loan and $27,500 from note payable and used $8,010 for repayments of shareholder loans and $8,107 for repayment of loans. For the nine months ended September 30, 2016, we received $4,329 from shareholder loans.

 

Limited Operating History; Need for Additional Capital

 

We have not generated any revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

We prepare our interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our interim financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our interim financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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 September 30, 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 Chief Executive Officer and Chief Financial Officer (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of September 30, 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.

 

 
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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;

 

 

 

 

· 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 September 30, 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 September 30, 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 September 30, 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”, we are not required to provide the information required by this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit

Number

Description

(31)

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

Section 1350 Certifications

32.1*

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101**

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

__________

* Filed herewith.

** Furnished herewith.

 

 
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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

JOBLOCATIONMAP INC.

 

(Registrant)

 

 

 

 

Dated: December 8, 2017

/s/ Liang Chen

 

Liang Chen

 

Chief Executive Officer, Chief Financial Officer and Director

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

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