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EX-31.1 - EXHIBIT 31.1 - PROTO SCRIPT PHARMACEUTICAL CORPexhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2013

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

Commission File Number: 333-175146

 

YANEX GROUP, INC.

(Name of Small Business Issuer in its charter)

 

Nevada

99-0363803

(state or other jurisdiction of incorporation or organization)

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

 

 

Hooft Graaflandstraat 21

VM Utrecht, Netherland

3525

(Address of principal executive offices)

(Zip Code)


0031633046823

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o      Accelerated filer o     Non-accelerated filer o     Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of October 17, 2013 the registrant had 3,048,000 shares of common stock outstanding.



                
             





YANEX GROUP, INC.


 

TABLE OF CONTENTS


 

  

 

 

 

PART I - FINANCIAL INFORMATION

  

 

 

 

 

Item 1.

  

Financial Statements (unaudited)

  

3

 

  

       Balance Sheets

  

F-1

 

  

       Statements of Operations

  

F-2

 

  

       Statements of Cash Flows

  

F-3

 

  

Notes to Financial Statements

  

F-4

Item 2.

  

Management Discussion & Analysis of Financial Condition and Results of Operations

  

4

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

6

Item 4.

  

Controls and Procedures

  

6

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

  

 

 

 

 

Item 1.

  

Legal Proceedings

  

7

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

  

7

Item 3.

  

Defaults Upon Senior Securities

  

7

Item 4.

  

Mine Safety Disclosures

  

7

Item 5.

  

Other information

  

7

Item 6.

  

Exhibits

  

8


2

                
             

 


 

PART I – FINANCIAL INFORMATION





YANEX GROUP, INC.

(A Development Stage Company)

Financial Statements

August 31, 2013

(unaudited)








Balance Sheets

F-1

Statements of Operations

F-2

Statements of Cash Flows

F-3

Notes to the Financial Statements

F-4



3              

             

 


YANEX GROUP, INC.

(A Development Stage Company)

Balance Sheets

(Expressed in US dollars)

(unaudited)

 


 

August 31,

2013

$

May 31,

2013

$

 

 (unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Cash

 38,220

 46,044

Due from related party (Note 3)

 1,000

 1,000

 

 

 

Total Assets

 39,220

 47,044

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 1,950

 2,524

Accrued liabilities

 4,859

 5,000

 

 

 

Total Liabilities

 6,809

 7,524

 

 

 

Going Concern (Note 1)

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common Stock

 

 

Authorized: 75,000,000 common shares with a par value of $0.001

 

 

Issued and outstanding: 3,048,000 shares

 3,048

 3,048

 

 

 

Additional paid-in capital

 106,251

 106,251

 

 

 

Deficit accumulated during the development stage

 (76,888)

 (69,779)

 

 

 

Total Stockholders’ Equity

 32,411

 39,520

 

 

 

Total Liabilities and Stockholders’ Equity

 39,220

 47,044




 

(The accompanying notes are an integral part of these financial statements)


F-1


                
             


YANEX GROUP, INC.

(A Development Stage Company)

Statements of Operations

(Expressed in US dollars)

(unaudited)


 

 

Three Months Ended

August 31,

2013

$

Three Months Ended

August 31,

2012

$

Accumulated from November 18, 2010 (date of inception) to August 31,

2013

$

 




Revenues

 

 

 

 

Expenses

 

 

 

 

 

 

 

General and administrative

90

60

37,249

Professional fees

6,250

3,930

36,634

Transfer agent and filing fees

769

3,164

3,005

 

 

 

 

Total Expenses

7,109

7,154

76,888

 

 

 

 

Net Loss

(7,109)

(7,154)

(76,888)

 

 

 

 

Net Loss Per Share, Basic and Diluted

 

 

 

 

 

Weighted Average Shares Outstanding

3,048,000

2,970,000

 

 

 

 

 



 

(The accompanying notes are an integral part of these financial statements)


F-2


                
             



YANEX GROUP, INC.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(unaudited)



 

Three Months Ended

August 31,

2013

$

Three Months Ended

August 31,

2012

$

Accumulated from November 18, 2010 (date of inception)

to August 31,

2013

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

(7,109)

(7,154)

(76,888)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

1,987

Accounts payable

(574)

5,107

1,950

Accrued liabilities

(141)

4,859

 

 

 

 

Net Cash Used In Operating Activities

(7,824)

(60)

(70,079)

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Issuance of loan receivable

(1,000)

(1,000)

 

 

 

 

Net Cash Used In Investing Activities

(1,000)

(1,000)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from related party

5,299

Proceeds from issuance of common stock

104,000

 

 

 

 

Net Cash Provided by Financing Activities

109,299

 

 

 

 

Increase (Decrease) in Cash

(7,824)

(1,060)

38,220

 

 

 

 

Cash, Beginning of Period

46,044

1,060

 

 

 

 

Cash, End of Period

38,220

38,220

 

 

 

 

Non-cash Investing and Financing Activities:

 

 

 

 

 

 

 

Forgiveness of shareholder payable recorded as contributed capital




5,299

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

 



 

(The accompanying notes are an integral part of these financial statements)


F-3


                
             

 


YANEX GROUP, INC.

(A Development Stage Company)

Notes to the Financial Statements

August 31, 2013

(Expressed in US dollars)

(unaudited)



1.

Basis of Presentation


The accompanying financial statements of Yanex Group, Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.


The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  As of August 31, 2013, the Company has not recognized any revenue and has an accumulated deficit of $76,888.  The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations.  These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Related Party Transactions

As at August 31, 2013, $1,000 (May 31, 2013 – $1,000) is owed from the former President of the Company, which is unsecured, non-interest bearing, and due on demand.


F-4


                
             




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


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.


Overview


We were founded in the State of Nevada on November 18, 2010.  We just recently started our operations.  We plan to work in the field of concept architectural, interior design projects and related areas in Germany initially and further spread the business in Europe and other countries.  We are a development stage company.  Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.  Our common stock trades on the OTC Bulletin Board under the symbol “YNXG.OB”.


 

4                

             


Liquidity and Capital Resources


As of August 31, 2013, we had cash and cash equivalents of $38,220 and a working capital surplus of $32,411.  As of August 31, 2013 our accumulated deficit was $76,888.  For the three months ended August 31, 2013 our net loss was $7,109 compared to a net loss $7,154 during the same period in 2012.  This slight decrease was due to a slight decrease in transfer agent and filing fees.


We used net cash of $7,824 in operating activities for the three months ended August 31, 2013 compared to using net cash of $60 in operating activities for the same period in 2012.  We did not use any money in investing activities for the three months ended August 31, 2013 or the same period ending in 2012.  We did not receive any net cash from financing activities for the three months ended August 31, 2013 or the same period in 2012.  


These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, and/or raises equity capital or borrowings sufficient to meet current and future obligations.  Management plans to raise equity financings over the next twelve months to finance operations.  There is no guarantee that we will be able to complete any of these objectives.  We have incurred losses from operations since inception and at August 31, 2013, have an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.


Results of Operations for the three months ended August 31, 2013 compared to the three months ended August 31, 2012 and from inception to August 31, 2013.


No Revenues


Since our inception on November 18, 2010 to August 31, 2013, we have not yet earned any revenues.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


Net Loss


We incurred a net loss of $7,109 for the three months ended August 31, 2013, compared to a net loss of $7,154 for the same period in 2012.  This decrease in net loss was due to a decrease in transfer agent and filing fees.  From inception on November 18, 2010 to August 31, 2013, we have incurred a net loss of $76,888.  Our basic and diluted loss per share was $0.00 for the three months ended August 31, 2013, and $0.00 for the same period in 2012.  

 

Expenses


Our total operating expenses decreased from $7,154 to $7,109 for the three months ended August 31, 2013 compared to the same period in 2012.  This decrease in expenses is mostly due to lower transfer agent and filing fees.  Since our inception on November 18, 2010 to August 31, 2013, we have incurred total operating expenses of $76,888.


Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Off-Balance Sheet Arrangements


As of August 31, 2013, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


5                

             

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

 

Management's Report on Internal Control over Financial Reporting.


Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting August not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls August become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures August deteriorate.


As management, it is our responsibility to establish and maintain adequate internal control over financial reporting.  As of August 31, 2013, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company maintained effective internal control over financial reporting as of August 31, 2013, based on criteria established in the Internal Control Integrated Framework issued by the COSO.


This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.


Evaluation of disclosure controls and procedures.  


As of August 31, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.


Changes in internal controls.  


During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



 6               

             



PART II – OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS


As of October 17, 2013 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject.  Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.


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


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  

None.

  

ITEM 4.  MINE SAFETY DISCLOSURES.


Not Applicable.


ITEM 5.  OTHER INFORMATION

None.


 7               

             
ITEM 6.  EXHIBITS


Exhibit

Number

Exhibit

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB

XBRL Taxonomy Extension Label Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



 

  

YANEX GROUP, INC.

 

 

(REGISTRANT)

  

 

   Date:  October 21, 2013

/s/ Gustavo G. Sune

 

 

Gustavo G. Sune

  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

(Authorized Officer for Registrant)



8