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EX-32 - CONVERTED BY EDGARWIZ - Argan Beauty Corp.cert_ex32.htm
EX-31 - CONVERTED BY EDGARWIZ - Argan Beauty Corp.cert_ex31.htm


U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q/A


Mark One

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


For the quarterly period ended November 30, 2013


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


For the transition period from ______ to _______


Commission File No. 333-185928



ARGAN BEAUTY CORP.

 (Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

2013

(Primary Standard Industrial Classification Number)

EIN 33-1227949

 (IRS Employer

Identification Number)




 Faraday Str. 31

Leipzig, Germany 04159

49(0)1738264717

 (Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X ]   No[   ]



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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X  ]  No [  ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[ X  ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the most practicable date:

Class

Outstanding as of February 28, 2014

Common Stock: $0.001

4,250,000




PART 1   

FINANCIAL INFORMATION


Item 1

Financial Statements (Unaudited)

4

   

   Balance Sheets

4

      

   Statements of Operations

5


   Statements of Cash Flows

6


   Notes to Financial Statements

7

Item 2.   

Managements Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

PART II.

OTHER INFORMATION


Item 1   

Legal Proceedings

12

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Mine safety disclosures

13

Item 5  

Other Information

13

Item 6      

Exhibits

13


Signatures

13



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ARGAN BEAUTY CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



ASSETS

November 30, 2013

May 31, 2013


(unaudited)


Current Assets



Cash and cash equivalents

$

24,503 

$

3,065 

Total Current Assets

24,503 

3,065 




Total Assets

$

24,503 

$

3,065 




LIABILITIES AND STOCKHOLDERS EQUITY



Liabilities



Current Liabilities



Loan from director

7,600 

716 




Total Liabilities

7,600 

716 




Stockholders Equity



Common stock, par value $0.001; 75,000,000 shares authorized, 3,000,000 and 4,250,000 shares issued and outstanding respectively

4,250 

3,000 

Additional paid in capital

23,750 

Deficit accumulated during the development stage

(11,097)

(651)

Total Stockholders Equity

16,903 

2,349 




Total Liabilities and Stockholders Equity

$

24,503 

$

3,065 











See accompanying notes to condensed financial statements.






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ARGAN BEAUTY CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)





For the three months period ended

November 30, 2013


For the six months period ended

November 30, 2013

For the period from April 15, 2013 (Inception) to November 30, 2013





REVENUES

$

$

$





OPERATING EXPENSES




                                                  

Advertising and Promotion

36 

36 

Bank Service Charges

171 

217 

252 

Professional Fees

4,194 

10,193 

10,193 

Business License and Permit

616 





TOTAL OPERATING EXPENSES

4,365 

10,446 

11,097 





NET LOSS FROM OPERATIONS

(4,365)

(10,446)

(11,097)





PROVISION FOR INCOME TAXES





NET LOSS

$

(4,365)

$

(10,446)

$

(11,097)





NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)

$

(0.00)





WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

3,392,935 

3,196,467 

3,157,174 












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See accompanying notes to condensed financial statements.




ARGAN BEAUTY CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)



For the six months ended

 November 30, 2013

For the period from April 15, 2013 (Inception) to November 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES



Net loss for the period

$

(10,446)

$

(11,097)

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



Changes in assets and liabilities:



CASH FLOWS USED IN OPERATING ACTIVITIES

(10,446)

(11,097)





CASH FLOWS FROM FINANCING ACTIVITIES  




Proceeds from sale of common stock

25,000 

28,000 

Loans from director

6,884 

7,600 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

31,884 

35,600 




NET INCREASE IN CASH

21,438 

24,503 

Cash, beginning of period

3,065 

Cash, end of period

$

24,503 

$

24,503 




SUPPLEMENTAL CASH FLOW INFORMATION:



Interest paid

$

$

Income taxes paid

$

$



















































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See accompanying notes to condensed financial statements.

ARGAN BEAUTY CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2013


NOTE 1 ORGANIZATION AND NATURE OF BUSINESS


ARGAN BEAUTY CORP. is a development stage company registered in the State of Nevada on April 15, 2013 formed to distribute Argan Oil products. ARGAN BEAUTY CORP. will position itself to take full advantage of the distributing Argan oil products from manufacturers to customers.


NOTE 2 CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended November 30, 2013 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys May 31, 2013 audited financial statements. The results of operations for the three and six months ended November 30, 2013 are not necessarily indicative of the operating results for the full year ended May 31, 2014.


NOTE 3 GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues as of November 30, 2013.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  


Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.


NOTE 4 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES


Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  




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Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting).  The Company has adopted a May 31 fiscal year end.


ARGAN BEAUTY CORP.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2013



Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,065 of cash as of May 31, 2013 and $ 24,503 as of November 30, 2013.


Fair Value of Financial Instruments

The Companys financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2013.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders Equity.  Comprehensive income comprises equity except those resulting from investments by owners and



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distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.






ARGAN BEAUTY CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2013


NOTE 4 SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)


Recent Accounting Pronouncements

ARGAN BEAUTY CORP. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.


NOTE 5 LOAN FROM DIRECTOR


As of November 30, 2013, a director loaned $7,600 to the Company for business operations.

The loans are unsecured, non-interest bearing and due on demand.


The balance due to the director was $7,600 as of November 30, 2013.


NOTE 6 COMMON STOCK


The Company has 75,000,000, $0.001 par value shares of common stock authorized.


On May 13, 2013, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.


On November 15, 2013, the Company issued 1, 250,000 shares of common stock for cash proceeds of $ 25,000 at $0.02 per share.


There were 4,250,000 shares of common stock issued and outstanding as of November 30, 2013.


NOTE 7 COMMITMENTS AND CONTINGENCIES


The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.


NOTE 8 SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to November 30, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.












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FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION




EMPLOYEES AND EMPLOYMENT AGREEMENTS


At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.



Results of Operation


Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


Three And Six Months Period Ended November 30, 2013


Our net loss for the three months period ended November 30, 2013 was $4,365. Our net loss for six months period ended November 30, 2013 was $ 10,446. During the three and six month periods ended November 30, 2013 we have not generated any revenue.


During the three month period ended November 30, 2013, our operating expenses were bank service charges $171 and professional fees $4,194.  During the six months period ended November 30, 2013, our operating expenses were bank service charges $217, advertising and promotion $ 36 and professional fees of $ 10,193. The weighted average number of shares outstanding was 3,392,935 and 3,196,467 for the three and six months period ended November 30, 2013.









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Liquidity and Capital Resources


Three Months Period Ended November 30, 2013  


As at November 30, 2013, our total assets were $24,503 compared to $3,065 in total assets at May 31, 2013. Total assets were comprised of $24,503 in cash and cash equivalents.  As at November 30, 2013, our current liabilities were $7,600. Stockholders equity was $16,903 as of November 30, 2013 compared to stockholders' equity of $2,349 as of May 31, 2013.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the six months period ended November 30, 2013, net cash flows used in operating activities was $(10,446). For the period from inception (April 15, 2013) to November 30, 2013, net cash flows from operating activities was $(11,097).


Cash Flows from Investing Activities


For the six months period ended November 30, 2013 as well as for the period from inception (April 15, 2013) to November 30, 2013, we do not have any net cash flows used in investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity. For the six months period ended November 30, 2013, cash flow for financing activities was $31,884. For the period from inception (April 15, 2013) to November 30, 2013, net cash provided by financing activities was $35,600 received from proceeds from issuance of common stock and director loan.


Plan of Operation and Funding


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our



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directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.


Off-Balance Sheet Arrangements


As of the date of this Quarterly Report, we do not have any offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.




Going Concern


The independent auditors' review report accompanying our May 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.



ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended November 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party



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adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



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


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.



ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.



ITEM 5. OTHER INFORMATION


No report required.


 

ITEM 6. EXHIBITS


Exhibits:



31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.



SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Argan Beauty Corp.


Dated: February 28, 2014

By: /s/ Vitaliy Gorelik


Vitaliy Gorelik, President and Chief Executive Officer and Chief Financial Officer


















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