Attached files
| file | filename |
|---|---|
| EX-32.1 - PostAds, Inc. | ex32-1.htm |
| EX-31.1 - PostAds, Inc. | ex31-1.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 June 30, 2020
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
(IRS Employer Identification No.) |
10390 Santa Monica Boulevard, Los Angeles, California 90025
(Address of principal executive offices)
2332 NW 87th Drive, Coral Springs, Florida 33065
(Former address of principal executive offices)
305 799 8844
(Issuer’s telephone number)
Securities Registered Pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each Exchange on which Registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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, or a smaller reporting company.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ](Do not check if a smaller reporting company) | Smaller reporting company | [X] |
| Emerging growth company | [X] |
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 7(a)(2)(B) [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of August 14, 2020, there were outstanding 100,036,400 shares of the registrant’s common stock.
POSTADS, INC.
FORM 10-Q
June 30, 2020
INDEX
| 2 |
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:
| ● | our goals and strategies; | |
| ● | our future business development, financial condition and results of operations; | |
| ● | our expectations regarding demand for, and market acceptance of, our products; | |
| ● | our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and | |
| ● | general economic and business conditions in the regions where we provide our services. |
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
| 3 |
PART I - FINANCIAL INFORMATION
PostAds, Inc.
| June 30, 2020 | December 31, 2019 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 3,139 | $ | 7 | ||||
| Prepaid expenses | 1,500 | - | ||||||
| Total Current Assets | 4,639 | 7 | ||||||
| Computer equipment, net | - | - | ||||||
| Total Assets | $ | 4,639 | $ | 7 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | - | $ | 9 | ||||
| Accrued liabilities | 40,113 | 16,915 | ||||||
| Advances payable - officer | 153,209 | 119,845 | ||||||
| Loan payable - related party | 20,000 | 20,000 | ||||||
| Accrued officers’ salaries payable | 425,625 | 369,125 | ||||||
| Total Current Liabilities | 638,947 | 525,894 | ||||||
| Total Liabilities | 638,947 | 525,894 | ||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Series A Preferred stock: 10,000,000 shares authorized; $0.001 par value, 2,000,000 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 2,000 | 2,000 | ||||||
| Common stock: 90,000,000 shares authorized; $0.001 par value, 40,036,400 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 40,036 | 40,036 | ||||||
| Additional paid in capital | 1,938,684 | 1,938,684 | ||||||
| Accumulated deficit | (2,615,028 | ) | (2,506,607 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (634,308 | ) | (525,887 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 4,639 | $ | 7 | ||||
The accompanying unaudited notes are an integral part of these unaudited financial statements
| 4 |
PostAds, Inc.
(unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues | $ | 21 | $ | 47 | $ | 48 | $ | 49 | ||||||||
| Operating Expenses | ||||||||||||||||
| Officer Compensation | 28,250 | 31,750 | 56,500 | 63,500 | ||||||||||||
| General and Administrative | 33,863 | 9,561 | 50,969 | 11,603 | ||||||||||||
| Total Operating Expenses | 62,113 | 41,311 | 107,469 | 75,103 | ||||||||||||
| Operating Loss | (62,092 | ) | (41,264 | ) | (107,421 | ) | (75,054 | ) | ||||||||
| Other Expense | ||||||||||||||||
| Interest Expense | (500 | ) | (500 | ) | (1,000 | ) | (1,000 | ) | ||||||||
| Total Other Expense | (500 | ) | (500 | ) | (1,000 | ) | (1,000 | ) | ||||||||
| Net Loss | $ | (62,592 | ) | $ | (41,764 | ) | $ | (108,421 | ) | $ | (76,054 | ) | ||||
| Basic and Diluted Loss per Share attributable to common stockholders: | |
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
| Basic and Diluted Weighted Average Number of Shares Outstanding attributable to common stockholders: | |
|
40,036,400 |
|
|
|
40,036,400 |
|
|
|
40,036,400 |
|
|
|
40,036,400 |
|
The accompanying unaudited notes are an integral part of these unaudited financial statements
| 5 |
PostAds, Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
For the Three Months and Six Months Ended June 30, 2020 and 2019
(unaudited)
| Series A | Common Stock and Common Stock | Additional | Total Stockholders’ | |||||||||||||||||||||||||
| Preferred Stock | to be issued | Paid-in | Accumulated | Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance December 31, 2019 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,506,607 | ) | $ | (525,887 | ) | ||||||||||||||
| Net loss for the three months ended March 31, 2020 | - | - | - | - | - | (45,829 | ) | (45,829 | ) | |||||||||||||||||||
| Balance March 31, 20120 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,552,436 | ) | $ | (571,716 | ) | ||||||||||||||
| Net loss for the three months ended June 30, 2020 | - | - | - | - | - | (62,592 | ) | (62,592 | ) | |||||||||||||||||||
| Balance June 30, 2020 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,615,028 | ) | $ | (634,308 | ) | ||||||||||||||
| Balance December 31, 2018 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,354,444 | ) | $ | (373,724 | ) | ||||||||||||||
| Net loss for the three months ended March 31, 2019 | - | - | - | - | - | (34,290 | ) | (34,290 | ) | |||||||||||||||||||
| Balance March 31, 2019 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,388,734 | ) | $ | (408,014 | ) | ||||||||||||||
| Net loss for the three months ended June 30, 2019 | - | - | - | - | - | (41,764 | ) | (41,764 | ) | |||||||||||||||||||
| Balance June 30, 2019 | 2,000,000 | $ | 2,000 | 40,036,400 | $ | 40,036 | $ | 1,938,684 | $ | (2,430,498 | ) | $ | (449,778 | ) | ||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited financial statements
| 6 |
PostAds, Inc.
(unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (108,421 | ) | $ | (76,054 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | - | 113 | ||||||
| Amortization of prepaid stock based officer compensation | - | 7,000 | ||||||
| Changes in assets and liabilities: | ||||||||
| Accrued liabilities | 23,198 | (4,744 | ) | |||||
| Accrued officer’s salaries | 56,500 | 56,500 | ||||||
| Prepaid expenses | (1,500 | ) | - | |||||
| Net Cash Used In Operating Activities | (30,223 | ) | (17,185 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Bank overdraft | (9 | ) | (4 | ) | ||||
| Advances payable - officer | 33,364 | 17,400 | ||||||
| Net Cash Provided By Financing Activities | 33,355 | 17,396 | ||||||
| NET INCREASE IN CASH | 3,132 | 211 | ||||||
| CASH AT BEGINNING OF PERIOD | 7 | 3 | ||||||
| CASH AT END OF PERIOD | $ | 3,139 | $ | 214 | ||||
| SUPPLEMENTAL NON-CASH DISCLOSURES: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
The accompanying unaudited notes are an integral part of these unaudited financial statements
| 7 |
PostAds, Inc.
Notes to the Financial Statements
June 30, 2020
(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.
The Company is in the development stage since it has not commenced planned principal operations. Its activities since inception include devoting substantially all of its efforts to business planning and development. Additionally, it has allocated a substantial portion of its time and investment to the completion of development activities to launch its marketing plan and generate revenues and to raising capital. The Company has 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 June 30, 2020, the related statements of operations and the statement of changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2020 and 2019 and the related statements of cash flows for the six months ended June 30, 2020 and 2019 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 June 30, 2020, results of operations for the three and six months ended June 30, 2020 and 2019 and cash flows for the six months ended June 30, 2020 and 2019. The financial data and the other information disclosed in these notes to the financial statements related to the three and six month periods are unaudited. The unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2019. The results of operations for the three and six month periods ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.
Reclassifications – for the three and six month ended June 30, 2020, $500 and $1,000, respectively, of interest expenses was reclassified from General and Administrative expenses to Other Income (Expense) to conform to the 2020 presentation in the statements of operations. This amount is immaterial to the Total Operating Expenses in the financial statements.
NOTE 3 - GOING CONCERN AND MANAGEMENT PLANS
In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations, reduced business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns. While to date the Company has not been required to stop operating, management is evaluating the use of virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain.
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 $2,615,028, $634,308 and $634,308, respectively, at June 30, 2020 and for the six months ended June 30, 2020 the Company had a net loss and net cash used in operating activities of $108,421 and $30,223, 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.
| 8 |
PostAds, Inc.
Notes to the Financial Statements
June 30, 2020
(unaudited)
NOTE 3 - GOING CONCERN AND MANAGEMENT PLANS (continued)
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.
If the Company is unable to raise all the capital it is seeking, they may have to reduce their planned expenditures to a level where they can continue to operate until they obtain the necessary financing.
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 June 30, 2020 and December 31, 2019, there were no cash equivalents.
Earnings (Loss) Per Share -. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive common stock equivalents during each period. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As of June 30, 2020 and December 31, 2019, there were no potentially dilutive common stock equivalents.
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.
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.
| 9 |
PostAds, Inc.
Notes to the Financial Statements
June 30, 2020
(unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue is recognized in accordance with ASC 606 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 or based on the value of the services provided, whichever is more reliable. The expense is recognized over the service period for awards expected to vest.
In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation - Stock Compensation, which aligns the accounting for share based payments to non-employees with the accounting for share based payments to employees. The adoption of this update on January 1, 2019 did not cause a material change to our financial statements.
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:
| 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 June 30, 2020 and December 31, 2019, nor gains or losses that were 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 June 30, 2020 and December 31, 2019.
Recently Issued Accounting Standards
From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”).
| 10 |
PostAds, Inc.
Notes to the Financial Statements
June 30, 2020
(unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU 2018-13 did not have a material impact on the Company’s financial statement presentation or disclosures.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 5 – PREPAID EXPENSES
Prepaid expenses consisted of the following at:
| June 30, 2020 | December 31, 2019 | |||||||
| Prepaid filing fees | $ | 1,500 | $ | - | ||||
| Total prepaid expenses | $ | 1,500 | $ | - | ||||
NOTE 6 – COMPUTER EQUIPMENT AND SOFTWARE
Computer equipment consisted of the following at:
| Estimated useful lives | June 30, 2020 | December 31, 2019 | ||||||||
| Computer equipment | 3 years | $ | 1,923 | $ | 1,923 | |||||
| Less: Accumulated depreciation | (1,923 | ) | (1,923 | ) | ||||||
| Net | $ | - | $ | - | ||||||
Depreciation expense on computer equipment was $0 and $113 for the six months ended June 30, 2020 and 2019, respectfully.
NOTE 7 – LIABILITIES
Accrued liabilities - consisted of the following at:
| June 30, 2020 | December 31, 2019 | |||||||
| Accrued website consulting fees | $ | 5,000 | $ | 5,000 | ||||
| Accrued professional accounting fees | 3,030 | 3,036 | ||||||
| Accrued legal fees | 22,379 | - | ||||||
| Accrued administrative fees | 2,454 | 2,454 | ||||||
| Accrued interest | 7,250 | 6,250 | ||||||
| Accrued filing fees | - | 175 | ||||||
| Total accrued liabilities | $ | 40,113 | $ | 16,915 | ||||
Accrued officers’ salaries payable - consisted of the following at:
| June 30, 2020 | December 31, 2019 | |||||||
| Accrued officers’ salaries | $ | 425,625 | $ | 369,125 | ||||
As of June 30, 2020, the Company had not yet paid $245,625 of our Chief Executive Officer’s salary and $180,000 or our Chief Financial Officer’s salary. (See Note 11)
| 11 |
NOTE 8 – ADVANCES
Advances payable – officer - consisted of the following at:
| June 30, 2020 | December 31, 2019 | |||||||
| Advances payable - officer | $ | 153,209 | $ | 119,845 | ||||
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. During the six months ended June 30, 2020 and 2019, the Company received $33,364 and $17,400, respectively, from the Company’s Chief Executive Officer to pay general and administrative expenses.
NOTE 9 – LOANS PAYABLE
Loan payable – related party - consisted of the following at:
| June 30, 2020 | December 31, 2019 | |||||||
| 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, was originally due on or before November 16, 2018, was extended for two additional years and is now due on November 16, 2020. Accrued interest of $7,250 and $6,250 for this loan has been recorded as part of accrued liabilities (see Note 7) at June 30, 2020 and December 31, 2019, respectively. Interest expense for the three and six months ended June 30, 2020 was $500 and $1,000, respectively. Interest expense for the three and six months ended June 30, 2019 was $500 and $1,000, respectively.
NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT)
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 November 15, 2018, the Company resolved to issue 5,000,000 shares of common stock to Kenneth T. Moore, our President, Chief Executive Officer and Sole Director, as additional consideration for services in the amount of $10,000 to be rendered to us during the period from October 1, 2018 to September 30, 2019. The 5,000,000 shares, valued at $0.002 per share resulting in a total value of $10,000 for financial accounting purposes with the total amount to be expensed over the term of the services provided through September 30, 2019. $2,500 of the total stock value of $10,000 was expensed in 2018, $5,000 was expensed during the six month period ended June 30, 2019 with the remaining $2,500 value to be expensed in 2019. The 5,000,000 shares had not been issued as of December 31, 2018 and had been recorded as Common stock to be issued on the Company’s balance sheet as of December 31, 2018. The 5,000,000 shares were issued during the three month period ended March 31, 2019.
On November 15, 2018, the Company resolved to renew the agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional year commencing on October 1, 2018. Pursuant to the terms of the one (1) year renewal, the Company will issue 2,000,000 shares of common stock valued at $0.002 per share resulting in a total value of $4,000 for financial accounting purposes with the total amount to be expensed over the term of the renewal period through September 30, 2019. $1,000 of the total stock value of $4,000 was expensed in 2018, $2,000 was expensed during the six month period ended June 30, 2019 with the remaining $1,000 value to be expensed in 2019. The 2,000,000 shares had not been issued as of December 31, 2018 and had been recorded as Common stock to be issued on the Company’s balance sheet as of December 31, 2018. The 2,000,000 shares were issued during the three month period ended March 31, 2019.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Lease Agreement
On July 15, 2018, the Company terminated its office lease agreement in order to locate more suitable office space and is temporarily conducting business from the home office of the Company’s Chief Executive Officer.
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 and on December 16, 2019, Mr. Moore’s agreement was renewed through December 31, 2020 at the same annual salary. As of June 30, 2020 and December 31, 2019, the Company had not yet paid $245,625 and $213,125, respectively, of Mr. Moore’s salary and these amounts are included in accrued officers’ salaries payable at June 30, 2020 and December 31, 2019 (see Note 7).
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PostAds, Inc.
Notes to the Financial Statements
June 30, 2020
(unaudited)
NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued)
On November 15, 2018, the Company agreed to issue 5,000,000 shares of common stock to Kenneth T. Moore, our President, Chief Executive Officer and Sole Director, as additional consideration for services in the amount of $10,000 to be rendered to us during the period from October 1, 2018 to September 30, 2019. The 5,000,000 shares, valued at $0.002 per share resulting in a total value of $10,000 for financial accounting purposes with the total amount to be expensed over the term of the services provided through September 30, 2019. $2,500 of the total stock value of $10,000 was expensed in 2018 with the remaining $7,500 value expensed during 2019.
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 term 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. On November 15, 2018, the Company resolved to renew the agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional year commencing on October 1, 2018. Pursuant to the terms of the one (1) year renewal, the Company will pay aggregate consideration of $52,000, consisting of $48,000 in cash and issue 2,000,000 shares of common stock valued at the nominal price of $0.002 per share resulting in a total value of $4,000 for financial accounting purposes with the total amount to be expensed over the term of the renewal period through September 30, 2019. On December 16, 2019, Mr. King’s agreement was renewed through September 30, 2020 at the annual salary of $48,000. As of June 30, 2020 and December 31, 2019, the Company had not yet paid $180,000 and $156,000, respectively, of Mr. King’s salary and these amounts are included in accrued officers’ salaries payable at June 30, 2020 and December 31, 2019 (see Note 7). $1,000 of the total stock value of $4,000 was expensed in 2018 with the remaining $3,000 value expensed during 2019.
Legal Proceedings
As of June 30, 2020, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
NOTE 12 – RELATED PARTY TRANSACTIONS
Accrued officers’ salaries payable in the amounts of $425,625 and $369,125 are recorded on the Company’s books at June 30, 2020 and December 31, 2019, respectively. (See Note 7 – LIABILITIES)
Advances payable – officer in the amounts of $153,209 and $119,845 are recorded on the Company’s books at June 30, 2020 and December 31, 2019, respectively. (See Note 8 – ADVANCES)
Loan payable – related party in the amount of $20,000 is recorded on the Company’s books at June 30, 2020 and December 31, 2019. (See Note 9 – LOAN 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 and on December 16, 2019, Mr. Moore’s agreement was renewed through December 31, 2020 at the same annual salary. (See Note 11 – COMMITMENTS AND CONTINGENCIES - Employment Agreements)
On November 15, 2018, the Company renewed its agreement with Colm J. King to act as the Company’s Chief Financial Officer for an additional year commencing on October 1, 2018. Pursuant to the terms of the one (1) year renewal, the Company will pay aggregate consideration of $52,000, consisting of $48,000 in cash and issue 2,000,000 shares of common stock. On December 16, 2019, Mr. King’s agreement was renewed through September 30, 2020 at the annual salary of $48,000. (See Note 11 – COMMITMENTS AND CONTINGENCIES - Employment Agreements)
NOTE 13 - SUBSEQUENT EVENTS
During the period from July 1, 2020 through August 13, 2020, the Company’s Chief Executive Officer advanced $725 to the Company to pay general and administrative expenses.
On July 17, 2020, the Company entered into, and on July 23, 2020 consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, the sole stockholder of glacier worldwide inc., a Nevada corporation (“Glacier”), pursuant to which the Company acquired 100% of the outstanding shares of Glacier in exchange for 78,000,000 shares of the Company’s common stock (the “Acquisition”).
In connection with the Acquisition, 18,000,000 of the 40,036,400 shares held by the then existing stockholders of the Company were cancelled. Consequently, Mr. Prescott now owns approximately 78% of the Company’s outstanding shares. In addition, the Company and Messrs. Kenneth Moore and Colm King, terminated their respective Employment Agreements and the Company obtained releases from Mr. Moore and Mr. King, of all obligations due to them from the Company, including the obligations for accrued salary and advances and loans made to the Company.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company dated July 17, 2020.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Forward - Looking Statement
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). You should specifically consider the various risk factors identified in our 2019 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements. References to “we,” “our,” or “us” in this section refer to PostAds, Inc. 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
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.
On July 17, 2020, we entered into, and on July 23, 2020 consummated an agreement (the “Exchange Agreement’) with Breyon Prescott, the sole stockholder of glacier worldwide inc., a Nevada corporation (“Glacier”), pursuant to which we acquired 100% of the outstanding shares of Glacier in exchange for 78,000,000 shares of our common stock.
Glacier was formed by Mr. Prescott to leverage his experience and contacts in the music, entertainment, sports and media industries as well as his ability to develop branding opportunities for his clients. Glacier intends to not only manage the careers of its clients but to facilitate their development and marketing of branded products and multimedia across a variety of industries, including footwear, fashion, leisurewear, sports apparel and accessories. Mr. Prescott is currently recruiting others to join the Company’s management team to accelerate the growth of Glacier’s business.
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In connection with the Acquisition, 18,000,000 of the 40,036,400 shares held by the existing stockholders of the Company were cancelled. Consequently, Mr. Prescott now owns approximately 78% of the Company’s outstanding shares.
Our principal executive office is located at 10390 Santa Monica Boulevard, Los Angeles, California 90025 and our telephone number is 305 799 8844. Our website is located at www.PostAds.com.
Unless the context otherwise requires, for periods prior to June 30, 2020, we use the terms “PostAds,” “PostAds MarketPlace,” the “Company,” “we,” “us” and “our” to refer to PostAds, Inc.
Operations
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.
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 25,906 free ads and obtained 7,405 registered users of the Post Ads marketplace.
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 7,405 registered users, (ix) placing more than 25,906 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.
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 25,906 ads without charge on the PostAds Marketplace. This resulted in 7,405 registered non-paying users.
PostAds is striving to differentiate itself from its competitors by its simplicity, while offering customers value, selection and convenience in order to gain their trust and continued business. The PostAds Marketplace facilitates buying and selling used goods while reducing the time our customers need to devote to a transaction.
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.
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Marketing Strategy and Plan
We began executing our initial marketing strategy and plan during the period from April 2016 through July of 2016. It involved email marketing and print materials targeting retail store front owners in April of 2016, initial email marketing and print materials targeting service providers for our fee-for-service store fronts in May of 2016, converting our registered members to paying users by sending monthly newsletters with updates and company information in July of 2016 and social media postings using Facebook in July of 2016.
Executing our initial marketing strategy and plan was dependent upon raising sufficient capital through the placement of our common stock or issuance of debt securities. On September 22, 2015, the Company prepared an offering to raise capital in the amount of $200,000 by offering up to 4,000,000 shares of its common stock at $.05 per share, from which we sold 2,978,400 shares of common stock to nineteen (19) persons at the price of $.05 per share for aggregate proceeds of approximately $148,920. With the limited capital raised in the above offering we were able to execute our initial marketing strategy and plan, but management decided to postpone the continuation and initiation of additional marketing programs until additional capital can be raised from the sale of our securities or financing can be secured. Under the leadership of Mr. Prescott we may seek to enter into other lines of business. At such time as we do so, we will determine whether the PostAds Marketplace is complementary to these activities and whether or how much capital and attention to devote to its further development.
Results of Operations
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.
On July 23, 2020 we consummated the Exchange Agreement with Breyon Prescott. Mr. Prescott now owns approximately 78% of our outstanding common shares. Pursuant to the Exchange Agreement we acquired 100% of the outstanding shares of Glacier. Glacier was formed by Mr. Prescott to leverage his experience and contacts in the music, entertainment, sports and media industries as well as his ability to develop branding opportunities for his clients. Mr. Prescott is currently recruiting others to join the Company’s management team to accelerate the growth of Glacier’s business and investigating other businesses which may be acquired by us. Acceleration of the growth of our current business, beginning a new line of business or acquiring a new business will require substantial capital which may not be available to us or, if available, may not be available on reasonable terms. We may choose to raise capital through sales of our equity securities, which is likely, or borrowing money secured by our assets. If we were to sell equity securities, it would result in dilution to current holders of our common stock and if funds are borrowed and we were to fail to timely pay amounts due, the lender could foreclose on any lien it may have on our assets in which event holders of our securities would lose their entire investment.
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 $2,615,028, $634,308 and $634,308, respectively, at June 30, 2020 and for the six months ended June 30, 2020 the Company had a net loss and net cash used in operating activities of $108,421 and $30,223, 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 attain future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities 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 June 30, 2020 and 2019
The Company had minimal revenues of $21 and $47 for the three month periods ended June 30, 2020 and 2019
Operating expenses were $62,113 and $41,311 for the three month periods ended June 30, 2020 and 2019, respectively.
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Operating expenses consisted of $28,250 of officer compensation and $33,863 of general and administration expenses for the three month period ended June 30, 2020. Operating expenses consisted of $31,750 of officer compensation and $9,561 of general and administration expenses for the three month period ended June 30, 2019.
Interest expense was $500 for each of the three month periods ended June 30, 2020 and 2019.
The Company had net losses of $62,592 and $41,764 for the three month periods ended June 30, 2020 and 2019, respectively.
Based on 40,036,400 weighted average shares outstanding for the three months ended June 30, 2020, the loss per share was less than one cent.
Results and comparison of the six month periods ended June 30, 2020 and 2019
The Company had minimal revenues of $48 and $49 for the six month periods ended June 30, 2020 and 2019. The nominal revenue of $48 for the six month period ended June 30, 2020 is the result of users purchasing ad enhancements, even though we had not yet initiated our marketing programs.
Operating expenses were $107,469 and $75,103 for the six month periods ended June 30, 2020 and 2019, respectively.
Operating expenses for the six month period ended June 30, 2020 consisted of $56,500 of officer compensation and $50,969 of general and administration expenses. Operating expenses for the six month period ended June 30, 2019 consisted of $63,500 of officer compensation and $11,603 of general and administration expenses.
Interest expense was $1,000 for each of the six month periods ended June 30, 2020 and 2019.
The Company had net losses of $108,421 and $76,054 for the six month periods ended June 30, 2020 and 2019, respectively.
Based on 40,036,400 weighted average shares outstanding for the six months ended June 30, 2020, the loss per share was less than one cent.
Liquidity and Capital Reserves
Sources of Liquidity
For the six month period ending June 30, 2020, we generated revenues of $48 from our business operations. We funded our working capital requirements through non-interest bearing advances of $33,364 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, to accelerate the growth of Glacier’s business and investigate other businesses which may be acquired by us. Acceleration of the growth of our current business, beginning a new line of business or acquiring a new business will require substantial capital which may not be available to us or, if available, may not be available on reasonable terms. We may choose to raise capital through sales of our equity securities, which is likely, or borrowing money secured by our assets. If we were to sell equity securities, it would result in dilution to current holders of our common stock and if funds are borrowed and we were to fail to timely pay amounts due, the lender could foreclose on any lien it may have on our assets in which holders of our securities would lose their entire investment. There is no assurance we will succeed in our efforts to raise additional financing. 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 shareholders, officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans 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.
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If we are unable to raise funds through the sale of our equity securities, 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 Provided by (Used in) Operating Activities
Net cash used in operating activities was $30,223 in the six months ended June 30, 2020, primarily as a result of the net loss of $108,421 offset by accrued officer’s salaries of $56,500 and accrued liabilities of $23,198.
Net cash used in operating activities was $17,185 in the six months ended June 30, 2019, primarily as a result of the net loss of $76,054 offset by accrued officer’s salaries of $56,500 and amortization of prepaid stock based officer compensation of $7,000.
Net Cash Used in Investing Activities
Net cash used in investing activities was $0 in the six month periods ended June 30, 2020 and 2019.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $33,355 in the six months ended June 30, 2020 and was attributable to proceeds from related party advances.
Net cash provided by financing activities was $17,396 in the six months ended June 30, 2019 and was attributable to proceeds from related party advances.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management to allow timely decisions regarding required financial and other required disclosures.
An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at June 30, 2020, our disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that effective upon the closing of our acquisition of Glacier, Com King, our Chief Financial Officer resigned from all positions in our Company.
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There is no pending litigation to which the Company is presently a party or to which the Company’s property is subject and management is not aware of any litigation which may arise in the future.
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2019 Form 10-K, which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2019 Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2020, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
None
Exhibit No. |
Description | |
| 2.1 | Share Exchange Agreement dated July 17. 2020, between the Company and Breyon Prescott. (Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed on July 23, 2020.) | |
| 3.1 | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934. | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation | |
| 101.DEF | XBRL Taxonomy Extension Definition | |
| 101.LAB | XBRL Taxonomy Extension Label | |
| 101.PRE | XBRL Taxonomy Extension Presentation |
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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. | ||
| Dated: August 19, 2020 | By: | /s/ Breyon Prescott |
| Breyon Prescott | ||
| President | ||
| (Principal Executive Officer) | ||
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