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EX-32.2 - EXHIBIT 32.2 - PostAds, Inc.f322.htm
EX-32.1 - EXHIBIT 32.1 - PostAds, Inc.f321.htm
EX-31.2 - EXHIBIT 31.2 - PostAds, Inc.f312.htm
EX-31.1 - EXHIBIT 31.1 - PostAds, Inc.f311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________


FORM 10-Q


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


For the quarterly period ended March 31, 2018

or

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


FOR THE TRANSITION FROM ______ TO ______.


Commission File Number: 333-208931

_______________________


PostAds, Inc.

(Exact name of registrant as specified in its charter)


Nevada

 

35-2539888

(State or other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

201 S.E. 15th Terrace, Suite 203

Deerfield Beach, Florida

 

33441

(Address of principal executive offices)

 

(Zip code)

 Registrant’s telephone number: (954) 464-1642


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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]     No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 [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 Exchange Act). Yes [   ] No [X]


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


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


APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  As of May 11, 2018, there were 33,036,400 outstanding shares of the Registrant's Common Stock at $.001 par value.



1






PostAds, Inc.

Form 10-Q

For the quarterly period ended March 31, 2018

TABLE OF CONTENTS

 

 

 

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

 

Balance Sheets at March 31, 2018 (unaudited) and December 31, 2017

 

3

Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (unaudited)       

 

4

Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2018 (unaudited)

 

5

Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)

 

6

Notes to Financial Statements – March 31, 2018 (unaudited)                      

 

7

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

 

14

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

19

Item 4. Controls and Procedures

 

19

PART II – OTHER INFORMATION

 

 

Item 1. Legal Proceedings.

 

20

Item 1.A. Risk Factors

 

20

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

 

20

Item 3. Defaults Upon Senior Securities

 

20

Item 4. Mine Safety Disclosures

 

20

Item 5. Other Information.

 

20

Item 6. Exhibits

 

20

SIGNATURES

 

21




2




PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


PostAds, Inc.

Balance Sheets

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2018

 

2017

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

 

$

85 

 

$

Prepaid expenses and deposits

 

1,263 

 

1,588 

 

 

 

 

 

Total Current Assets

 

1,348 

 

1,588 

 

 

 

 

 

Computer equipment, net

 

706 

 

866 

 

 

 

 

 

Total Assets

 

$

2,054 

 

$

2,454 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Bank overdraft

 

$

 

$

10 

Accrued liabilities

 

18,828 

 

19,480 

Advances payable - officer

 

68,313 

 

33,797 

Loan payable - related party

 

20,000 

 

20,000 

Accrued officers' salaries payable

 

171,375 

 

143,125 

 

 

 

 

 

Total Current Liabilities

 

278,516 

 

216,412 

 

 

 

 

 

Total Liabilities

 

278,516 

 

216,412 

 

 

 

 

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value, 2,000,000 shares issued and outstanding at March 31, 2018 and December 31, 2017  

 

2,000 

 

2,000 

Common stock: 90,000,000 shares authorized; $0.001 par value, 33,036,400 shares issued and outstanding at March 31, 2018 and December 31, 2017

 

33,036 

 

33,036 

Additional paid in capital

 

1,931,684 

 

1,931,684 

Accumulated deficit

 

(2,243,182)

 

(2,180,678)

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

(276,462)

 

(213,958)

 

 

 

 

 

Total Liabilities and Stockholders´ Equity (Deficit)

 

$

2,054 

 

$

2,454 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




3





PostAds, Inc.

Statements of Operations

(unaudited)

 

 

 

 

 

 

 

For the Three Months Ended March 31,

 

 

2018

 

2017

 

 

 

 

 

Revenues

 

$

14 

 

$

21 

 

 

 

 

 

Operating Expenses

 

 

 

 

  Officer Compensation

28,250 

 

50,250 

  General and Administrative

34,268 

 

5,450 

 

 

 

 

 

Total Operating Expenses

62,518 

 

55,700 

 

 

 

 

 

Net Loss

 

$

(62,504)

 

$

(55,679)

 

 

 

 

 

 Basic and Diluted Loss per Share attributable to common stockholders:

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 Basic and Diluted Weighted Average Number of Shares Outstanding attributable to common stockholders:

33,036,400 

 

33,036,400 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements



4





PostAds, Inc.

Statement of Changes in Stockholders' Equity (Deficit)

For the Three Months Ended March 31, 2018

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

Additional

 

 

 

Stockholders'

 

Series A Preferred Stock

 

Common Stock

 

Paid-in

 

Accumulated

 

Equity

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2017

2,000,000

 

$

2,000

 

33,036,400

 

$

33,036

 

$

1,931,684

 

$

(2,180,678)

 

$

(213,958)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2018

-

 

-

 

-

 

-

 

-

 

(62,504)

 

(62,504)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2018

2,000,000

 

$

2,000

 

33,036,400

 

$

33,036

 

$

1,931,684

 

$

(2,243,182)

 

$

(276,462)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements



5





PostAds, Inc.

Statements of Cash Flows

(unaudited)

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

 

$

(62,504)

 

 

$

(55,679)

 

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

 

 

 

 

Depreciation

 

160 

 

 

110 

 

Amortization of stock based prepaid consulting

 

 

 

25,000 

 

Changes in assets and liabilities:

 

 

 

 

 

 

    Prepaid expenses and deposits

 

325 

 

 

 

    Accrued liabilities

 

(652)

 

 

1,169 

 

    Accrued officer's salaries

 

28,250 

 

 

25,250 

Net Cash Used In Operating Activities

 

(34,421)

 

 

(4,150)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

              Net Cash Used In Investing Activities

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Bank overdraft

 

(10)

 

 

 

    Advances payable - Related Parties

 

34,516 

 

 

4,250 

Net Cash Provided By Financing Activities

 

34,506 

 

 

4,250 

 

 

 

 

 

 

 

NET INCREASE IN CASH

 

85 

 

 

100 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

 

 

22 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$

85 

 

 

$

122 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH DISCLOSURES:

 

 

 

 

 

 

Interest paid

 

$

 

 

$

 

Taxes paid

 

$

 

 

$

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




6




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)

 

NOTE 1 - ORGANIZATION, BUSINESS, OPERATIONS AND BASIS OF PRESENTATION

 

PostAds, Inc. (the “Company”) was formed on August 17, 2015 in the State of Nevada as a reorganization of a sole proprietor business with an inception date of August 26, 2013. The business was formed to provide an online platform at www.PostAds.com that offers an alternative marketplace for buyers and sellers of both new and pre-owned goods and service items (including jobs) together in an online market place that offers both retailers and service providers a forum to advertise and promote their goods and services while providing consumers a cost-effective way of locating and purchasing goods and services.

 

We are in the development stage since we have not commenced planned principal operations.  Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital.  We have generated minimal revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties. 


NOTE 2 - BASIS OF PRESENTATION


Unaudited Interim Financial Information

 

The accompanying balance sheet as of March 31, 2018, the related statements of operations, cash flows and the statement of changes in stockholders’ equity (deficit) for the three months ended March 31, 2018 and 2017 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and with the instructions to Regulation S-X for interim financial information, which, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of March 31, 2018 and results of operations and cash flows for the three months ended March 31, 2018 and 2017. The financial data and the other information disclosed in these notes to the financial statements related to this three-month period is unaudited. The unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2017.  The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year.


NOTE 3 - GOING CONCERN  

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying unaudited financial statements, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $2,243,182, $276,462 and $277,168, respectively, at March 31, 2018 and for the three months ended March 31, 2018 the Company had a net loss and net cash used in operating activities of $62,504 and $34,421, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report.

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.


The Company plans to attempt to raise additional equity financing and procure loans to fund its operations though there is no assurance it will succeed. The Company has not generated meaningful revenues from its business operations and is dependent on its ability to raise capital.   If it is unable to raise all the capital it is seeking it may have to reduce its planned expenditures to a level where it can continue to operate until it obtains necessary financing. If it cannot obtain such financing and does not generate sufficient revenue to fund its operations, it may have to curtail or cease operations.




7




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Management’s Use of Estimates - The preparation of financial statements in conformity with 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 disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include valuation of website development costs, valuation of stock compensation and valuation of deferred tax assets.

 

Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.  As of March 31, 2018, there were no cash equivalents.


Net Loss per Common Share - Net loss per common share is computed pursuant to section 260-10 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive common stock equivalents during each period.  


Income Taxes - Historically, the Company was treated as a sole proprietorship for income tax purposes and was not subject to federal or state income taxes; accordingly, no provision for income taxes has been made in the accompanying financial statements through August 16, 2015.  The sole proprietor was required to report his income, losses, credits or other deductions on his respective income tax returns.

 

Beginning after August 17, 2015 when the Company changed its structure to a corporation, the Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes”, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes.  Also using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2016 and 2015, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination is the year ending on December 31, 2016. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No such interest and penalties were recorded as of March 31, 2018.

 

Computer Equipment - Computer equipment is recorded at cost. Depreciation is recognized using the straight-line method in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives. Repairs and maintenance are charged to operations as incurred.

 

Internal-use Software and Website Development Costs - Costs incurred to develop software for internal use and the Company’s website are capitalized and amortized over the estimated useful life of the software, generally three years. The Company also capitalizes costs related to upgrades and enhancements when it is probable the expenditures will result in additional functionality or will extend the useful life of existing functionality. The Company periodically reviews internal-use software and website development costs to determine whether the projects will be completed, placed in service, removed from service, or replaced by other internally developed or third-party software. If the asset is not expected to provide any future benefit, the asset is retired and any unamortized cost is expensed.



8




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Impairment of Long-Lived Assets - The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification relating to Impairment or Disposal of Long-Lived Assets.  This standard requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values.


Revenue Recognition - The Company operates a platform for third-party sellers that purchase advertising on a monthly basis.  Our business model allows us to make money when a seller either places an ad in a paid category, upgrades their ad with premium features and/or purchases an advertising spot on our platform to place a banner ad.  We do not compete with PostAds sellers, hold inventory or sell goods.   Our revenue is diversified, generated from a mix of upgraded services we provide our sellers.  Our existing revenue stream consists of Seller Services revenue, which includes fees that PostAds sellers pay us for utilizing upgraded seller services such as featured listings, additional regions, better placement, highlighting, additional photos, video uploads and paid categories.


As of January 1, 2018, the Company adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606). There was no cumulative effect of this adoption. The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation.  The revenue is recognized pro-rata over the time period the advertisement is displayed.  The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether it is the primary obligor in a transaction and has latitude in establishing pricing and selecting suppliers.   Based on its evaluation of these factors, advertising revenue which is the advertising fee paid by the seller is recorded on a gross basis, since the Company is the party responsible to the seller for providing the service that is the subject of the transaction and while most fees are currently a fixed dollar amount, the Company has the ability and reasonable latitude to establish prices for the services.


There have been no chargebacks to date.  If we encounter chargebacks in the future, they will be recorded as a reduction to revenue in the same period that the revenue is recognized and we may consider establishing a reserve liability.


Stock-Based Compensation - For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option-pricing model and the expense is recognized over the service period for awards expected to vest. For stock issued to employees for other than cash the Company estimates the fair value of the shares issued based on the trading or selling price of similar shares or based on the value of the services provided, whichever is more reliable.


For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards; however, the unvested portion of the awards is revalued at the end of each reporting period until such time as the non-employee award is fully vested.  Vested portions are recorded as prepaid assets and amortized to expense over the service periods.  For stock awards to non-employees the Company estimates the fair value of the shares issued based on the trading or selling price of similar shares or based on the value of the services provided, whichever is more reliable.


Fair Value for Financial Assets and Financial Liabilities - We measure our financial assets and liabilities in accordance with United States generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts payable and accrued and other liabilities, the carrying amounts approximate fair value due to their short maturities.


The Company follows 825-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: 



9




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)


 NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Level 1:

 

 

 

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:

 

 

 

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:

 

 

 

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2018, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the three months ended March 31, 2018 and the year ended December 31, 2017.

 

Recent Accounting Pronouncements

 


In August 2014, the FASB issued an accounting standard update under which management will be required to assess an entity’s ability to continue as a going concern and provide related disclosures in certain circumstances. The new guidance is effective for annual periods beginning after December 15, 2016 and for annual and interim periods thereafter. The Company adopted this standard in the first quarter of 2018 noting no material impact to the financial statements.


In February 2016, the FASB issued ASU 2016-02, Leases, which requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under non-cancelable operating leases on the consolidated balance sheets resulting in the recording of right of use assets and lease obligations. The Company is currently evaluating additional impacts the guidance will have on its consolidated financial statements.


In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company adopted this standard in the first quarter of 2018 noting no material impact to the financial statements.


In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, to clarify the definition of a business and provide guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is to be applied on a prospective basis and is effective for the annual and interim periods beginning after December 15, 2017. The Company adopted this standard in the first quarter of 2018 noting no material impact to the financial statements.


In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, to simplify the measurement of goodwill impairment by eliminating step two from the goodwill impairment test. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for the annual and interim periods beginning after December 15, 2019 and early adoption is permitted. The Company does not anticipate the update to have a material impact on its consolidated financial statements.



10




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)


NOTE 5 – COMPUTER EQUIPMENT AND SOFTWARE


Computer equipment consisted of the following at:


 

 

Estimated useful lives

 

March 31, 2018

 

 December 31, 2017

Computer equipment

        

        3 years 

 

$

1,923 

 

$

1,923 

Less: Accumulated depreciation  

 

 

 

(1,217)

 

(1,057)

Net

 

 

 

$

706 

 

$

866 

Depreciation expense on computer equipment was $160 and $110 for the three months ended March 31, 2018 and 2017, respectively.  


NOTE 6 – LIABILITIES

 

Accrued liabilities - consisted of the following at:



 

March 31, 2018

 

December 31, 2017

Accrued website consulting fees

$

5,000

 

$

5,000

Accrued professional accounting fees

7,806

 

-

Accrued administrative expense

2,453

 

2,453

Accrued interest

2,750

 

2,250

Accrued rent expense

669

 

669

Accrued filing fee expense

150

 

9,108

Total accrued liabilities

$

18,828

 

$

19,480



Accrued officers’ salaries payable - consisted of the following at:



 

March 31, 2018

 

December 31, 2017

Accrued officers' salaries

$

171,375

 

$

143,125


NOTE 7 – ADVANCES

 

Advances payable – officer - consisted of the following at:



 

March 31, 2018

 

December 31, 2017

Advances payable - officer

$

68,313

 

$

33,797


Advances payable – officer represents non-interest bearing advances to the Company by the Company’s Chief Executive Officer, utilized to pay general and administrative expenses.


NOTE 8 – LOANS PAYABLE

 

Loan payable – related party - consisted of the following at:



 

March 31, 2018

 

December 31, 2017

Loan payable - related party

$

20,000

 

$

20,000



On November 16, 2016, we borrowed the sum of $20,000 from our stockholder Florence Weiss who is the mother of Steve Weiss, a principal shareholder and a related party of the Company. The note bears interest at the rate of 10% per annum and is due on or before November 16, 2018.  Accrued interest of $2,750 and $2,250 for this loan has been recorded as part of accrued liabilities at March 31, 2018 and at December 31, 2017, respectively.



11




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)



NOTE 9 - STOCKHOLDERS EQUITY

 

Common Stock and Series A Preferred Stock

  

The Company’s Articles of Incorporation authorize the issuance of 90,000,000 common shares at $0.001 par value per share.  The company’s Articles of Incorporation authorize the issuance of 10,000,000 shares of Series A Preferred Stock at $0.001 par value per share. The Board of Directors has the power to designate the rights and preferences of the Series A Preferred stock and issue in one or more series. Each share of Series A Preferred Stock has 50 votes on all matters submitted to a vote of the Company’s shareholders and there are no other rights designated.


On August 18, 2015, the Company entered into an agreement with Oceanside Equities, Inc., a Florida corporation controlled by our stockholder, Vincent Beatty. This agreement provides that we will pay Oceanside Equities 998,000 shares of our common stock for consulting services. On August 18, 2015, we issued the 998,000 shares of common stock to Oceanside Equities, Inc. as required by the agreement. We valued these shares at the price of $.05 per share or an aggregate price of $49,900 which was expensed over the service period through August 2016.   Oceanside Equities, Inc. did not provide the services required by the agreement and on August 14, 2016, the 998,000 common shares issued to Oceanside Equities were cancelled.  (See Note 10 – Legal Proceedings)


NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Service Agreements

 

Between August 13, 2015 and August 18, 2015, the Company entered into agreements with four consultants and one law firm for services. The agreements are for terms of between one month and one year. Pursuant to the terms of the agreements, the Company will pay aggregate consideration of $60,000 in cash and issue 6,796,000 shares of common stock, valued at $339,800 for financial accounting purposes. As of March 31, 2018, all shares have been issued.  (See Note 10 – Legal Proceedings)


Lease Agreement


On November 15, 2017, the Company renewed a one year lease agreement for our corporate office space upon verbal agreement with its landlord.  Pursuant to the terms of our original lease dated November 15, 2015, the lease was renewable for one extended term of one year with a three percent increase in the annual base rent for each additional lease term agreed upon.  Our current annual rental expense including sales tax is approximately $8,265, payable in monthly installments, before miscellaneous rent related fees, and renewable for one additional year pursuant to verbal agreement with the landlord.


Employment Agreements


On December 28, 2015, the Company entered into an agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for a term of two (2) years at an annual salary of $65,000.  On October 1, 2017, the Company renewed its agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for an additional two (2) year term commencing December 28, 2017 at the same annual salary of $65,000.  As of March 31, 2018 and December 31, 2017, the Company had not yet paid $99,375 and $83,125, respectively, of Mr. Moore’s salary and these amounts are included in accrued officers’ salaries payable at March 31, 2018 and December 31, 2017.  


On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one (1) year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016, valued at the contemporaneous private placement offering price of $0.10 per share resulting in a total value of $100,000 for financial accounting purposes with the total amount to be expensed over the terms of the agreement through September 30, 2017.  On October 1, 2017, the Company renewed its agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional one (1) year term commencing October 1, 2017 at the same annual salary of $48,000.  As of March 31, 2018 and December 31, 2017, the Company had not yet paid $72,000 and $60,000, respectively, of Mr. King’s salary and these amounts are included in accrued officers’ salaries payable at March 31, 2018 and December 31, 2017.   




12




PostAds, Inc.

Notes to the Financial Statements

March 31, 2018

(unaudited)


NOTE 10 – COMMITMENTS AND CONTINGENCIES (continued)


Legal Proceedings

 

On November 7, 2016, a complaint (Oceanside Equities, Inc. v. PostAds, Inc., Case Number: CACE-16-020387-21) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company.  The complaint was brought by Vincent Beatty on behalf of Oceanside Equities, Inc. in an attempt to get 998,000 shares of our common stock (the “shares”) that were cancelled and returned to treasury on August 14, 2016 (see Note 8) and an additional $10,000 of compensation from the Company.  Mr. Beatty entered into an agreement with the Company on August 18, 2015 to provide consulting services to the Company in consideration for compensation of $20,000 and the shares. Company management believes that they were induced into entering into the agreement by a misrepresentation of the services he would perform and as a result of his failure to perform such services, the Company’s position is that he is not entitled to the compensation.  The Company has been damaged as a result of Mr. Beatty’s misrepresentations and further believes he has been unjustly enriched by the $10,000 initial payment he received from the Company as part of the compensation pursuant to the agreement.  The Company intends to defend itself vigorously against this action.  In light of the early stage of the litigation, the Company is unable to predict the outcome, but does not expect the outcome to have a material effect on the results of our operations.


As of March 31, 2018, other than the above-mentioned complaint, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.


NOTE 11 – RELATED PARTY TRANSACTIONS


Accrued officers’ salaries payable in the amounts of $171,375 and $143,125 are recorded on the Company’s books at March 31, 2018 and December 31, 2017, respectively.  (See Note 6 – LIABILITIES)


Advances payable – officer in the amounts of $68,313 and $33,797 are recorded on the Company’s books at March 31, 2018 and December 31, 2017, respectively.  (See Note 7 – ADVANCES)


Loan payable – related party in the amount of $20,000 is recorded on the Company’s books at March 31, 2018 and December 31, 2017.  (See Note 8 – LOANS PAYABLE)


On October 1, 2017, the Company renewed its agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for an additional two (2) year term commencing December 28, 2017 at the same annual salary of $65,000.  (See Note 10 – COMMITMENTS AND CONTINGENCIES - Employment Agreements)


On October 1, 2017, the Company renewed its agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional one (1) year term commencing October 1, 2017 at the same annual salary of $48,000.  (See Note 10 – COMMITMENTS AND CONTINGENCIES - Employment Agreements)


NOTE 12 - SUBSEQUENT EVENTS


During April 2018, the Company’s Chief Executive Officer advanced approximately $3,700 to the Company to pay general and administrative expenses.


 



13





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


Cautionary Forward - Looking Statement


The following discussion and analysis of the results of operations and financial condition of PostAds, Inc. should be read in conjunction with the unaudited financial statements, and the related notes. References to “we,” “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.


Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties.

Such risks and uncertainties include, but are not limited to, the following:


·

the volatile and competitive nature of our industry,

·

the uncertainties surrounding the rapidly evolving markets in which we compete,

·

the uncertainties surrounding technological change of the industry,

·

our dependence on its intellectual property rights,

·

the success of marketing efforts by third parties,

·

the changing demands of customers and

·

the arrangements with present and future customers and third parties.


Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.


OVERVIEW


We were founded as a sole proprietorship on August 26, 2013. We changed our structure to a corporation on August 17, 2015, by incorporating in the State of Nevada. We were founded by Kenneth T. Moore to commercialize an online marketplace for buyers and sellers of goods and services.


Our principal executive office is located at 201 S.E. 15th Terrace, Suite 203, Deerfield Beach, Florida 33441 and our telephone number is (954) 464-1642. Our website is located at www.PostAds.com and is not part of this prospectus.


We operate an online marketplace at www.PostAds.com which provides a platform for buyers and sellers to purchase new and used goods and services. Because we offer an internet site where buyers are charged no fees and sellers of products and services can list their products and services without charge in all categories other than employment and personal ads, we expect to generate a large number of registered users who place product and service ads.  After the inventories of product and service ads are generated, we expect to generate revenue from premium placement, ad enhancements and advertisements on our website directed at visitors to our site. We also plan to generate revenue from two paid ad categories, employment and personals. There is no assurance that we will be successful in these efforts.


Business Development


We completed our initial website in August of 2015 and completed enhanced features of our site in April of 2016. Since our inception, we have placed over 19,654 free ads and obtained 5,052 registered users of the Post Ads marketplace.  We plan to convert our registered users into paying users by offering enhanced listings to increase the visibility of the ad. Because we offer free ads in all categories other than employment and personal, we expect our registered user base and product and service offerings to continually increase over time.


Our key activities to date include: (i) development of the business plan and plan of operations for the Post Ads Marketplace; (ii) development of the retail and fee-for-service features of the Post Ads Marketplace (iii) development of the auction platform of the Post Ads Marketplace; (iv) creation of our classified ad categories and features for the Post Ads Marketplace; (v) entering into an agreement with our website developer; (vi) creating features allowing visitors to become registered users of our online marketplace (vii) setting up our initial website to generate registered users, (viii) obtaining 5,052 registered users, (ix) placing more than 19,654 ads without charge and screening the ads prior to placement to ensure compliance with our terms of service, and (x) completing our website and enhancing its features including functionality and security features.



14





The PostAds Marketplace


Our marketplace is structured so that we offer sellers free listings in all categories other than employment and personal ads so that we can continuously increase our registered users. As the number of visitors for free product and service listings grows, the PostAds marketplace will become an attractive platform for sellers and other businesses seeking to purchase listing enhancements and advertising for their products and services. For sellers of goods and services, our goal is to provide the most effective and economical posting of ads on the internet.  Sellers can post classified ads for free for products and services.  All users of the site can view all posted ads without charge.  Because we are an internet based business, our success depends upon attracting visitors to our site.  To date, we have placed over 19,654 ads without charge on the PostAds Marketplace. This resulted in 5,052 registered non-paying users.  Because the product and service ads are free, we expect to generate a large inventory of ads.  After the inventories of ads are generated, we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services.


To buy and sell on our marketplace, visitors must open an online account by completing a one (1) page fill in the blank form that includes the user’s name, street address, email and whether the account is for personal or business use.


Listing Categories


Our platform offers the following four listing categories:


· Retail Store Fronts                                    · Fee-For-Service Store Fronts

· Auction Listings                                        · Classified Ads

         

Retail & Fee-For-Service Store Fronts


Our marketplace offers sellers of new and used goods and service providers the ability to create a unique user friendly internet storefront without the hassle and time required to manage their own website.


For services providers, our dashboard allows them to use a storefront to offer their service by category and by postal code. Service providers can personalize their listing by their type of service, service areas, availability, and Service provider rates.


Our Retail and Fee-For-Service Store fronts offering the following features:


 

 

 

 

·

A unique URL path that allows the seller to advertise in emails, on websites, etc. and drive traffic to their own store front.

 

·

An "off" StoreFront option to use during set up and maintenance.

 

·

A "StoreFront" column that is displayed on our category pages to drive traffic from our category pages to the sellers store front page.

 

·

Display of Sellers logos and slogans.

 

·

User friendly StoreFront templates.

 

·

Ability to create and populate store front 'extra pages' to provide more information to visitors.

 

·

Ability to create newsletters where visitors are able to subscribe directly from the store front.

 

·

Analytics that provide information to sellers about the traffic to their particular store front.


 Auctions

 

We believe a key advantages of our auction service over other services is that we offer auction ads without charge and we do not impose a final fee for auctioned items. We offer sellers using our auction feature, the ability to purchase premium placement, ad enhancements and advertisements of their items. Our marketplace provides sellers with three types of auctions:

 

 

 

·

 

Standard Auction. In standard actions, users bid against each other for individual or group items. Whatever is described within the details of the auction is what's up for bid. At the end of the auction the highest bidder wins the item being auctioned.

·

 

Buy Now Action. In a Buy Now Action, a listing is placed. Within that listing there is be a Buy Now link that allows the Buyer to purchase the item for a set price established by the Seller.

·

 

Dutch Auction. In a Dutch Auction, Sellers list multiple items for sale and each bidder can win one or more of the total items listed with conditions designated by the Seller

 

The auction feature is designed to generate revenue by charging users for enhancements to their listing such as featured item, top of listing, and banner ads etc.



15






Revenues

 

We plan to generate revenues from:

 

 

 

 

 

·

Monthly Seller fees of $6.95 per month for each retail store front listing,

 

·

Monthly Seller fees $6.95 per month for each service store front listing,

 

·

Charging for ads in the Jobs category which currently has a fee of $5.00 per listing for a 30-day ad and personals category which has fees ranging from $1.00 to $15.00 depending on the category and ad duration, and

 

·  

Charging Sellers for ad enhancements to sellers.

     


Ad Enhancements


We plan to offer ad enhancements to sellers (including retail store front listings, service store front listings, action listings and classified ad listings) as follows:

 

· Banner Advertisements. Banner Advertisements are small rectangular advertisements that appear on pages of the PostAds Market Place. When a user clicks on a banner advertisement, it will take the user to a particular advertiser's storefront or listing. Banner advertising fees range from $2.99 to $99.00 depending upon ad size, location and number of categories,

· Bulk Advertisements. The PostAds Bulk Uploader allows users to create multiple ads from a single transaction of data stored in a spreadsheet file and upload that file to multiple pages of the PostAds Market Place. Bulk advertising is free.

· Ad-Ons. Ad-On are enhancements to listings such as colored text, graphics and icons. Fees for Ad-On range from 0.25 to $3.00 per item, and

· Premium Placement Fees. Premium placement fees allow a user to select optimum locations for their ad or listing such as top of the page or first listing of the category. Premium placement fees range between $1.00 and $3.00 depending upon location.


The Chart below summarizes the ad enhancements we offer:


Type of Ad

Feature

Monthly

Listing Fees

Retail Store Front

Allows users to create their own webpages/store front within our website to sell their own goods

$

6.95

Service Store Front

Allows users to create their own webpages/store front within our website to sell their own services

$

6.95

Auction Listing

Auction listings allow Sellers to offer goods in a bidding auction and include a buy now option.

$

0

Classified Listings Other than Jobs & Personal Ads

Classified listings allow sellers to place goods and/or services under various categories.

$

0

Paid Classified Categories

Jobs & Personal Ads

Jobs & Personal Ads

$5.00 Per month

per listing

  

All transactions are processed through PayPal. We do not charge fees to purchasers on the PostAds marketplace.


PostAds Marketplace Features


A key feature of the PostAds Marketplace is the search feature that allows buyers of goods and services to locate particular items of interest within the various areas of our website using a keyword search. The search feature allows the user to search within specific listing categories and by geographic region. Our bulk uploader allows sellers to post multiple advertisements and listings in multiple categories at the same time. As summarized below, our site offers user friendly features to enhance the PostAds experience. The enhanced version of the site was launched in April 2016.


Website Feature

Feature

Revenue

Bulk Uploader Auction and Classified Ad

Allows Auction and Classified Ad Sellers to upload ads for multiple products and/or services at the same time

There is no charge to users of this feature.


 Feature for Buyers

Allows buyers to search for items or services they wish to purchase throughout different categories (retail store front, service store front classified ads and auction) at the same time

There is no charge to users of this feature.

Bulk Uploader for

Store Fronts

Allows store front sellers to upload ads for multiple products and/or services at the same time to their store front.

There is no charge to users of this feature.




16





Benefits of the PostAds Marketplace


We believe the PostAds Marketplace offers benefits not found with other on line shopping platforms particularly for smaller buyers and sellers of inexpensive items because we plan to offer the primary features found on other auction sites like Ebay without the fees that they charge. We provide different platforms to buyers and sellers including auctions, storefronts and classified ads. We do not charge fees to buyers and we offer basic listings without charge to the Seller in all categories other than classified ads for employment and personals. Ebay in most instances charges an item insertion fee as well as a final value fee (percentage of sale price) making it costly for smaller sellers to list their items for sale. This fee in turn increases the price paid by small buyers. By not charging these fees and offering ad enhancements that are optional, we may be able to attract smaller sellers and buyers that are unwilling to pay the fees charged by Ebay. Craigslist provides classified ads but it does not offer an auction platform nor on their classifieds do they offer a user storefronts or listing enhancements. Similarly, Ebay does not offer classifieds. We are not aware of any marketplaces offering the combination of platforms that we offer. We also believe that by offering store fronts, classifieds and auctions, we are able to migrate other online marketplace users to our website.


 RESULTS OF OPERATIONS


We are in the development stage since we have not commenced planned principal operations.  Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, we have allocated a substantial portion of our time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital.  We have generated minimal revenue from operations. The Company’s activities during the development stage are subject to significant risks and uncertainties.


The accompanying unaudited financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying unaudited financial statements, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $2,243,182, $276,462 and $277,168, respectively, at March 31, 2018 and for the three months ended March 31, 2018 the Company had a net loss and net cash used in operating activities of $62,504 and $34,421, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.


The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.


Results and comparison of the three month periods ended March 31, 2018 and 2017


The Company had minimal revenues of $14 and $21 for the three month periods ended March 31, 2018 and 2017, respectively, since we had not yet initiated our sales and marketing programs and we had allocated a substantial portion of our time and investment to the completion of our development activities required in order to launch our marketing plan.  With the commencement of our advertising and marketing programs anticipated during the second and third quarters of 2018, we expect the number of visitors for free product and service listings to increase and we expect to be able to sell premium placement, ad enhancements and advertisements on our site to non-paying and paying sellers of goods and services.


Operating expenses were $62,518 and $55,700 for the three month periods ended March 31, 2018 and 2017, respectively.   

Operating expenses consisted of $28,250 of officer compensation and $34,268 of general and administration for the three month period ended March 31, 2018.  Operating expenses consisted of $50,250 of officer compensation and $5,450 of general and administration for the three month period ended March 31, 2017.   

 

The Company had net losses of $62,504 and $55,679 for the three month periods ended March 31, 2018 and 2017, respectively.


Based on 33,036,400 weighted average shares outstanding for the three months ended March 31, 2018, the loss per share was $0.00.




17





LIQUIDITY AND CAPITAL RESERVES


Sources of Liquidity


For the three month period ending March 31, 2018, we generated revenues of $14 from our business operations. We funded our working capital requirements through non-interest bearing advances of $34,516 to the Company by the Company’s Chief Executive Officer, utilized to pay general and administrative expenses.


We are attempting to raise additional equity financing and procure loans to fund our future operations though there is no assurance we will succeed. We have not generated meaningful revenues from our business operations and are dependent on our ability to raise capital.   If we are unable to raise all the capital we require we may have to reduce our planned expenditures to a level where we can continue to operate until we obtain necessary financing. If we cannot obtain such financing and do not generate sufficient revenue to fund our operations, we may have to curtail or cease operations.


We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.  We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

If we are unable to raise the funds we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.


Net Cash Used in Operating Activities


Net cash used in operating activities was $34,421 in the three months ended March 31, 2018, primarily as a result of the net loss of $62,504, offset an increase in accrued officers’ salaries of $28,250.


Net cash used in operating activities was $4,150 in the three months ended March 31, 2017, primarily as a result of the net loss of $55,679, offset by amortization of stock based prepaid consulting expense of $25,000 and an increase in accrued officers’ salaries.



Net Cash Used in Investing Activities


Net cash used in investing activities was $0 in the three month periods ended March 31, 2018 and 2017.


Net Cash Provided by Financing Activities


Net cash provided by financing activities was $34,506 in the three months ended March 31, 2018 and was primarily attributable to proceeds from related party advances of $34,516.


Net cash provided by financing activities was $4,250 in the three months ended March 31, 2017 and was attributable to proceeds from related party advances of $4,250.


Contractual Obligations

 

On November 15, 2015, the Company entered into a one year lease agreement for our corporate office space.  The lease is renewable each year for an additional one year term with an increase of 3% over the previous year’s rent expense.  Our current annual rental expense including sales tax is approximately $8,265 before miscellaneous rent related fees.


On December 28, 2015, the Company entered into an agreement with Kenneth T. Moore to act as the Company’s Chief Executive Officer for a term of two years at an annual salary of $65,000.  On October 1, 2017, the Company renewed the agreement for an additional two year term commencing December 28, 2017 at the same annual salary of $65,000.


On October 1, 2016, the Company entered into an agreement with Colm J. King to act as the Company’s Chief Financial Officer. Pursuant to the terms of the one year agreement, the Company will pay aggregate consideration of $48,000 in cash and issued 1,000,000 shares of common stock on October 1, 2016.  On October 1, 2017, the Company renewed the agreement for an additional one year term commencing October 1, 2017 at the same annual salary of $48,000.



18





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.


Not applicable.



ITEM 4.  CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2018.


(b)

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or 15d-15(d) of the Exchange Act during the first quarter of 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


(c)

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.



19





PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.  


See “Note 10 – Commitments and ContingenciesLegal Proceedings” in the Notes to the Financial Statements.


ITEM 1A.  RISK FACTORS.


Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described in our Annual Report on Form 10-K, our financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other information in this Quarterly Report on Form 10-Q. If any of these risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. As a result, the price of our common stock could decline and you could lose part or all of your investment.


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


              Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.


             Not applicable.


ITEM 4.  MINE SAFETY DISCLOSURES.


             Not applicable.


ITEM 5.  OTHER INFORMATION.


              Not applicable.


ITEM 6.  EXHIBITS.

   

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.


EXHIBIT INDEX

Exhibit No.                                  Description


List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:  


Exhibit

Description

 

 

31.1*

31.2*

Certification under Section 302 of Sarbanes-Oxley Act of 2002

Certification under Section 302 of Sarbanes-Oxley Act of 2002

32.1*

32.2*

Certification under Section 906 of Sarbanes-Oxley Act of 2002

Certification under Section 906 of Sarbanes-Oxley Act of 2002

101*

Interactive Data Files pursuant to Rule 405 of Regulation S-T

*

Filed herewith.



20





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


POSTADS, INC.


Date: May 14, 2018

By:

/s/Kenneth T. Moore

 

Kenneth T. Moore

 

President, Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

Date: May 14, 2018

By:

/s/Colm J. King

 

Colm J. King

Chief Financial Officer

 

(Principal Accounting Officer)

 

 




21