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 June 30, 2018.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to _
Commission File Number: 000-55814
NEXE BLOCKCHAIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
82-1615867
(I.R.S. Employer Identification No.)
3709 Promontory Point Drive, Suite 129, Austin, TX Address of principal
executive offices)
78744
(Zip Code)
(512) 717-7769
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has fled 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 fling requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company,
or emerging growth company.
See the definitions of "large accelerated filer," "accelerated ,i;iler,"
"smaller reporting company," and "emerging growth company " in Rule 12b-2 of
lth e Exchange Act.
Large accelerated filer
Non -accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting X company
Emerging growth company
Indicate bycheck mark whe t he r the registrant is a shell company
{ a s defined in Rule 12b - 2 of the Ex c ha nge Act) .
Yes X No
I ndi ca t e t he number of s har e s ou t s t a ndi ng of e a ch of t he
i s s uer ' s classes of st ock, as of the latest practicable date.
Class
Common St o c k , par v a l u e $ 0 . 00 01 Do annent s incorporate by
r eferenc e
Outstanding at August 14 , 2018
5,500,000
None
FINANCIAL STATEMENTS
Condens ed Balance Sheets as of June 30 , 2 01 8 {unaudited) March 31 , 2018
2
Statement of Ope r a t i ons for the Three Months End e d June 30, 2018
{ una udi t ed )
Statement of Cash Flows for the Three Months
Ended June 30 , 2 01 8 { u n a u d i t e d )
Notes to Co n d e n s e d Financial Statements (unaudited)
3
4
5-8
NEXE BLOCKCHAIN, INC. CONDENSED BALANCE SHEETS
ASSETS
June 30,
2018
March 31,
2018
(U naudi t ed )
Current assets
Cash $ $
Total assets $ $
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities Accrued liabilities
$ 0
$1,250
Total liabilities 0 1,250
Stockholder's Equity
Preferred stock, $0.0001 par value 20,000,000 shares authorized;
none issued and outstanding at June 30, 2018 and March 31,
2018, respectively.
Common Stock, $0.0001 parvalue,
100,000,000 shares authorized; 20,000,000 shares issued and outstanding at
June 30, 2018 and
March 31, 2018, respectively 0 2,000
Additional paid-in capital 0 1,712
Accumulated deficit ( 4/962) (4,962)
Total stockholders' deficit 0 (1 , 2 50 )
Total liabilities and stockholders' deficit
$ $
The accompanying notes are an integral part of these unaudited condensed
financial statements.
NEXE BLOCKCHAIN, INC. STATEMENT OF OPERATIONS
{UNAUDITED)
For the Three Months Ended June 30, 2018
Re v e nue $
Cost of revenues
Gross profit
Operating expenses 0
Loss before income taxes 0
Income t ax e xpe n s e
-Ne-t-l-o-s--s---------- $ (650)
The accompanying notes are an integral part of these unaudited financial
statements.
NEXE BLOCKCHAIN, INC. STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended June 30, 2018 OPERATING ACTIVITIES
Net loss $ 0
Non- cas h adjustments to reconcile net loss to net cash:
Expe ns e s pai d for by stockholder
and contributed as capital 0
Changes in Operating Assets and Liabilities:
Accrued liabilities 0
Nectash provided by (used in) operating activities
Netincrease in cash
Cash, beginning of period
Cash, end of period $
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for: Income
t ax $
Interest $
The accompanying notes are an integral part of these unaudited condensed
financial statements.
NEXE BLOCKCHAIN, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES NATURE OF OPERATIONS
Ne xe Blockchain, Inc. wasincorporated onMa y 17, 2017 under the laws of
the state of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to,
selected mergers and acquisitions. TheCompany has been in the
developmental stage since
inception andits operations to date have been limited to issuing
shares to shareholders
andeffecting a change in control. The Compan y anticipates that it may
effect a business
combination
in order to develop its business plan. It may, however, choose to develop
such business plan
without effecting a business combination if it determines that anysuc h
proposed transaction is
notsuitable.
An y combination will nor ma l l y take the form of a merger,
stock-for-stock excha nge or
stock-for-assets excha nge . In most instances the target company
will wish to structure the business combination to be within the
definition of a
t ax- f r e e reorganization under Section 351or Section 368 of the
Internal Revenue Code of
1986, as amended. No assurances can be given that the Company will
besuccessful in locating or
negotiating with any target comp a ny . The
Page6
Company has been formed to provide a method for a foreign or domestic
private company to become
a reporting company with a class of securities registered under the
Securities Exchange Act of
1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in
understanding the Company's unaudited condensed financial statements.
Such unaudited condensed
financial statements and accompanying
notes are the representations of the Company's management, who are
responsible for their
integrity andobjectivity. These accounting policies conform to
account i ng pr i nc i pl e s
generally accepted in the United States of America
( "GAAP") in all material respects, and have been consistently
applied in pr e pa r .:hg the
accompanying unaudited condensed financial statements.
Ce r t ai n information and footnote disclosures normally present in
annual financial statements
prepared in accordance with accounting principles generally accepted
in the United States of
America ("U.S. GAAP" ) were omitted pursuant to such rules and
regulations. The results
for the three months ended March 31, 2 01 8 are not necessarily
indicative of the results
to beexpe c t ed for the year ending December 31, 2018.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in
conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and
liabilities and disclosure of contingent assets andliabilities at the
date of the condensed
financial statements, andthe repor t e d amounts of revenues and
expens e s during the
reporting periods. Actual results could differ from those estimates.
CASH
Cash and cas h equival ents include cash on hand and on deposit at
banki ng institutions as
well as all highly liquid short-term investments with or i gi na l
maturities of 90 days or
less. The Compa ny did not have cash equivalents as of June 30, 2018
andMarch31, 2018,
r es pe c t i ve l y .
CONCENTRATION OF RISK
Page?
Financial instruments that potentially subject the Company to
concentrations of credit risk
consist principally of cash. The Company places its cash with high
quality banking
institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of
June 30, 2018 and
March 31, 2018, respectively.
NEXE BLOCKCHAIN, INC.
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 7 40, "Income Ta xes , " deferred t ax assets and
liabilities are recognized for
the future t ax consequences attributable to temporary differences
between the financial
statement carrying amounts of exi s ti ng assets andliabilities and
their respective tax
bases. Deferred t ax assets and liabilities aremeasured using enacted
t ax rates expe ct ed to apply to t axabl e income in the years in which
those temporary differences are expected to be
r ecove r ed or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred t ax
assets will notber e a li ze d .
As of June 30, 20 1 8 and Nlrb.31., 2018, there were no deferred t axes
due to the uncertainty of the realization of net operating l os s or
carry f or war d prior to expi r at i on .
LOSS PER COMMON SHARE
Basic loss percommon share excl udes dilution andis computed by dividing
net loss bythe weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the
potential dilution that could occur if securities orother contracts
to issue common s t o c k were exe r ci s ed or converted into
common stock or resulted in the issuance of common stock that then shared
in the loss of the entity.
As of Jre30, 2018 andMn:h31, 2018, there are nooutstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities andfor fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the unaudited condensed financial statements on a
recurring basis. Additionally, the Company adopted guidance for fair
value measurement related to nonfinancial i terns that are recognized
and disclosed at fair value in the unaudited condensed financial
statements on a nonrecurring basis. Theguidance establishes a fair
value hierarchy that prioritizes theinputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities ( Level 1
measurements) and the lowest priority to measurements involving
significant unobservable inputs ( Level 3measurements) . The three
levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices ( un ad j us t e d ) inactive markets
for identical assets or liabilities that theCompany has the ability
to access at the measurementdate.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly
Level 3 inputs are unobservable inputs for the asset or liability
The carrying amounts off inancial assets such as cash appr oxi ma t e
their fair values because of the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2017, the FASB issuedASUNo. 2017-01, "BusinessCombinations
( Topic 805) : Clarifying the Definition of a Business". The
amendments in t hi s ASU c l ar i f y the de f i ni t i on of
a business with the objective of adding guidance to assist entities
with evaluating whether transactions should be accounted
for as acquisitions ( or disposals) of assets or
businesses. Basically these amendments provide a screen to
determine when a set is not a business. If the screen is not met,
the amendments
in this ASU first, require that to be considered a business, a set
must includ at a minimum, an input and a substantive process that
together significantly contribute to the ability to create output and
second, remove the evaluation of whether a market participant could
replace missing elements. These amendments take effect for public
businesses for fiscal years beginning after December 15, 2017 and
interimperiods within those periods, andall other entities should
apply these amendments for fiscal years beginning after December 15,
201 and interim periods within annual periods beginning after
December 15, 2019 The Company does not expect that the adoption of
this guidance will have a material impact on its condensed
financial statements.
In May 2017, the FASB issued ASU 2017-09, "Scope of Modification
Accounting", which amends the scope of modification accounting for
share-based payment arrangements, provides guidance on the types of
changes to the terms or conditions of share-based payment awards to
which an entity would be required to apply modification accounting
under ASC 718. For all entities, theASU is effective for annual
reporting periods, including interim periods within those annual
reporting period beginning after December 15, 2017. Early adoption
is permitted, including adoption in any interim period. The
Company does not expect that adoption of this guidance will have a
material impact on its condensed financial statements and
related disclosures.
In November 2016, the FASB issued Accounting Standards Update
No. 2016-18, "Statement of Cash Flows (Tcpic 230: Restricted Casli'
("ASU 2016-18").
The new guidance is intended to reduce diversity in practice byadding
or clarifying guidance on classification andpresentation of changes
in restrictde cash on the statement of cash flows. ASU 2 016-18 is
effective for annual and interim periods beginning after December 15,
2017 Early adoption is permitted. Theamendments in this update should
be applied retrospectively to all periods presented. Managementbelieves
that this ASUwill only impact the Company if it has restricted
cash in the future.
InAugust 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments"
("ASU 2016- 15"). ASU 2016-15 will make eight targeted changes to how
cash receipts and cash payments are presented and classifiE!!i inthe
statement of cash flows ASU 2016-15 is effective for fiscal
years beginning after December 15, 2017. The new standard will require
adoption ona retrospective basis unless it is impracticable to apply,
in which case it would be required to apply the amendments
prospectively as of the earliest date practicable. Management believes
that the impact of this ASU to the Compa n y ' s condensed
financial statements would be insignificant.
Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force) and the United States
Securities andExchange Commission did not or are not believed by
management to have a material impact on the Company's present or future
financial statements.
NOTE2 - GOING CONCERN
The Company has not yet generated anyrevenue since inception to date and
hasmaintained a1operating loss of $0for the three months ended
June 30, 2018. The Company had a working capital deficit of$0 and an
accumulated deficit of$4,962 as of June 30, 2018 and a working capital
deficit of $1,250and an accumulated deficit of$4,962 as of
March 31, 2018. The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtaining additional
financing from its members or other sources, as may be required.
The accompanying unaudited condensed financial statements have been
prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the
Company's ability todoso.The unaudited condensedfinancial statements
donotinclude anyadjustments to reflect the possible future effects on
the recoverability andclassification of assets or the amounts and
classifications ofliabilities that may result should the Company be
unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has
no commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significatly reduce its current level of operations.
NOTE3 - ACCRUED LIABILITIES
As of June 30, 2018 and March 31, 2018, the Company had accrued
professional fees of $ 0 and $1,250, respectively.
NOTE 4 - STOCKHOLDERS' DEFICIT
On May 17, 2017, the Company issued 20,000,000 founders common stock to
twodirectors andofficers for legal services provided to the Company.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of June 30, 2018, 5,500,000
shares of common stock andnopref erred stock were issued and outstanding.
NOTE 5 -SUBSEQUENT EVENT
Management has evaluated subsequent events through August 1, 2018, the
date which the financial statements were available to beissued. Exc ept
for the events disclosed above, all subsequent events requiring
recognition have been incorporated into these financial statements in
accordance with FASB ASC Topic 855, "Subsequent Events."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDI TI ON
AND RESULTS OF OPERATIONS
Ne xe Bl oc kchain, Inc. (fo rmerl y Shamrock Grove Acquisition
Corporation) ( the " Compa ny" ) was incorporated on May 1 7 , 2017
under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions The Compan y is a blank check company and
qualifies as an "emerging growth company" as defined in the Jumpstart
Our Business Startups Actwhich became law in April, 2012.
Since inception, the Company's operations to date of the period
cove r e d by this report were limited to issuing shares of common
stock to its original shareholders andfiling a registration
statement on For m 10 on July 7 , 201 7 with the Securities and
Excha nge Commission pursuant to the Securities Excha nge Act of 1934 as
amended to register its class of common stock. Subsequent to the balance
sheet date covered by this report the Company effected a change in control
Prior to the change in control, the Company had no operations nor does it
engage in a ny business act i vi t i e s generating revenues.
Subsequent to the balance sheet date covered by this report, and
pursuant to the change in control, the Compa ny is focused on developing
andma r ke t i ng the Fintech and Blockchaintechnologies.
As of June 30, 2018 the Company had not generated revenues and had no
income or cash flows from operations since inception. The Company had
sustained net loss of $0 and an accumulated deficit of$4,962
for the three months ended and as of June 30, 2018.
The Company's independent auditors have issued a report raising
substantial doubt about the Companys abi l i t y to continue as a going
oncern. At present, the Company has no operations andthe continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, its ability toobtain necessary equity financing to
continue operations and/or to successfully locate andnegotiate with a
business entity for the combination of that target company with it.
Subsequent Event None.
ITEM 3. Quan ti tative and Qualitative Disclosures About Market Risk.
Information not required to befiled by Smaller Reporting Companies.
ITEM 4. Controls andProcedures. Disclosures andProcedures
Management is responsible for maintaining a system of internal control
ove r financial reporting ( " I CFR" ) that pr ovi de s reasonable
assurance regarding the rel i abi l i t y of such reporting and the
accuracy and r el i abi li t y of the preparation of financial statements
of such. Management is responsible to maintain records accurately and
f a i r l y to reflect transactions andtransactions are recorded as
necess a r y.
The controls should providereasonable assurance regarding the prevention
of unauthorized acquisition or use of assets.
In the present case of the Company, management at the period cover e d by
this report, consisted sol e l y of the president andvice president.
As such, management maintained sole control of all financial transactions
and all assets. Since the president of the Company was in s ol e
control of the financial transactions and assets
management be l i eve s that its controlr ea s ona bl y and adequately
addresses the
ri s k of a misstatement in the financial reporting. Based up on that
eva l uat i on , the principal officer at that time believes that the
Compan y ' s disclosure controls and procedures were effective in
gathering,
ana l yz i ng an d di s cl os i ng i nf or mat i on neede d t o ens ur e
t ha t t he information required to bedisclosed by the Compa ny
in its per i odi c reports is recor ded , summarized and
processed t i me l y . The principal exe cut i ve officer was
di r e c t l y involved in the day-to-day operations of the Company.
Since the change in control, management consists of a single
officer anddirector who is in control of the da y- t o- da y
operations of the Company and its financial reporting.
This Qua r t e r l y Report does not i nc l ud e an attestation report of
the Company ' s registered public accounting firm regarding internal
cont r ol over f inanci al reporting Management's report was not s
ubject to attestation by the Compa ny ' s registered public accounting
firm pursuant to t empo r a r y rules of the Securities andExcha nge
Commission that permit the Company to provide only management's report
in t hi s Qua r t e r l y Report.
Changes in Internal Control Over Financial Reporting
There was no change in the Company's internal control over financial
reporting that was identified in connection with such evaluation that
occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, theCompany's
internal control over financial reporting.
PART II -- OTHER INFORMATION ITEM 1. PROCEEDINGS
LEGAL
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
Management is aware that certain current andprior blank check companies
of which Messrs. Cassidy and McKillop, the officers and directors during
the period covered by this report, were the farmer off icers and
directors have received subpoenas for documents in regard to an inquiry
by the Securities andE:{change Commission requesting documentation
regarding the transactions andfilings for thepast
five years and farmer share ownership of certain blank check companies.
The former management of the Company has also received subpoenas from the
Securities andExchange Commission in regard to certain of the transactions
andfilings for the past five years of certain of its blank
check companies. Management has no independent knowledge or information
as to the intent or purpose of such subpoenas but believes the SEC is
investigating whether the change in control transaction is considered a
sale of a security andif so whether a broker needs to be used to effect
the transaction.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000 common
shares pursuant to Section 4 (a) ( 2) of the Securities Actof1933
at par as follows:
On May 17, 2017 the Company issued the following shares of its common
stock for services rendered to the Company:
Name Number of Shares
James Cassidy James McKillop
10,000,000
10,000,000
On April 24, 2018, 19,500, 000of those shares were redeemed by the
two shareholders pro rata.
On April 25 , 2018, the Company issued the following shares of common
stock for no consideration:
Victor Wong 5,000,000 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHERINFORMATION
(a) Not applicable.
(b) Item 407 (c) (3) of Regulation S-K:
During the quarter covered bythis Report, there have not been any
material changes to the procedures bywhich security holders may recommend
nominees to the Board of Directors.
ITEM 6. EXHI BI TS
(a) Exhibits
31 Certification of the Chief Execu t i ve Officer pursuant to
Section 302 of the Sar ba ne s - Oxl ey Act of 2002
32 Certification of the Chief Exe cu t i ve Officer pursuant to
Section 906of the Sa r ba nes - 0:d e y Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exc ha n ge Act of 1934,
the registrant hasduly caused this report to besigned on its
behalf by
the undersigned thereuni;i':,P l horized.
President, Chief Executiv.e Officer /s/Victor Wong
Dated: August 14, 201
