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EX-31.1 - EXHIBIT 31.1 - Z Holdings Group, Inc.ex311_zhld.htm
EXCEL - IDEA: XBRL DOCUMENT - Z Holdings Group, Inc.Financial_Report.xls
EX-23.1 - AUDITOR CONSENT - Z Holdings Group, Inc.zhld_consent10q.htm
EX-32.1 - EXHIBIT 32.1 - Z Holdings Group, Inc.ex321_zhld.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014.

OR

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

 

For the transition period from to

COMMISSION FILE NUMBER: 000-54159

Z Holdings Group Inc.

(Exact name of registrant as specified in its charter)

 

     
Delaware   84-1209978

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

780 Reservoir Avenue, #123

Cranston, RI

  02910
(Address of principal executive offices)   (Zip Code)

 

Telephone/Fax: 401-641-0405

E-mail: teakwood5@cox.net

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 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. [X ]Yes [ ] No

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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X]Yes [ ] No

 

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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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

             

 

Large accelerated filer   [ ]   Accelerated filer   [ ]
Non-accelerated filer   [ ] (Do not check if a smaller reporting company)   Smaller reporting company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X ]Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 4, 2014: 99,750,097 shares of class A common stock.

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TABLE OF CONTENTS 

Z HOLDINGS GROUP, INC. 

(A DEVELOPMENT STAGE COMPANY)

 

TABLE OF CONTENTS

 

  PART I-FINANCIAL INFORMATION   Page
       
ITEM 1 CONDENSED FINANCIAL STATEMENTS   4
Condensed Balance  Sheets at June, 30 2014 (unaudited) and December 31, 2013   4
Condensed Statements of Operations for the six months ended June 30, 2014 and 2013 and for the period from May 6, 2005 (date of reorganization) through June 30, 2014 (unaudited)   5
Condensed Statements of Cash Flows for the six months ended June 30, 2014 and 2013 and for the period from May 6, 2005 (date of reorganization) through June 30, 2014 (unaudited)   6
Notes to Unaudited Condensed Financial Statements   7
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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   13
ITEM 1A RISK FACTORS   13
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   13
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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Table of Contents

 

ITEM 1 FINANCIAL STATEMENTS

 

Z HOLDINGS GROUP, INC.  
(A Development Stage Entity)  
Condensed Balance Sheets  
   
      June 30,   December 31,  
      2014 (unaudited)   2013 (audited)  
ASSETS          
Current Assets   $ -   $ -  
             
  Prepaid expenses   $ -   $ 195  
             
  TOTAL CURRENT ASSETS   $ -   $ 195  
  Software, net of amortization of $1,833 and $1,333   $ 1,162   $ 1,662  
        TOTAL ASSETS   $ 1,162   $ 1,857  
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities          
  Accrued expenses   $ 1,906   $ 2,802  
TOTAL CURRENT LIABILITIES   $ 1,906   $ 2,802  
             
  COMMITMENTS AND CONTINGENCIES (Note 8)          
           
Stockholders' Equity            
             
 

Common stock, Class A: 1,000,000,000 shares authorized; $0.000006 par value

99,750,097 and 99,750,097 shares issued and outstanding

   99,750   99,750  
Common stock, Class B: 200,000,000 shares authorized; $0.000006 par value 0 shares issued and outstanding          
Additional paid in capital   (62,586)    (67,595)  
Accumulated deficit during development stage   (37,908)    (33,100)  
Total Stockholders' Equity   (744)      (945)  
             
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 1,162   $ 1,857  
             
The accompanying notes are an integral part of these condensed financial statements.  

 

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Table of Contents

 

Z HOLDINGS GROUP, INC.
(A Development Stage Entity)
Statements of Operations
(Unaudited)
               
              May 6, 2005
      For  the Six Months Ended   (date of reorganization through
    June 30,   June 30,
      2014   2013   2014
               
Revenues   $ -   $ -   $ -
               
Operating Expenses            
  General and administrative   4,309   3,019   36,075
  Depreciation and amortization     500      500     1,833
  Total operating expenses   4,808   3,519   37,908
               
Net loss from operations   (4,808)   (3,519)   (37,908 )
             
Income tax (benefit) expense   -   -   -
               
Net loss   $(4,808)   $ (3,519)   $ (37,908)
               
Basic and diluted loss per share   $ (0.00)   $ (0.00)   $ (0.00)
Weighted average number of            
  shares outstanding   99,750,097   99,765,275   99,750,097
               
               
The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

Z HOLDINGS GROUP, INC.
(A Development Stage Entity)

Condensed Statements of Cash Flows

(Unaudited)

            May 6, 2005
      Six Months Ended   (date of reorganization) through
    June 30,   June 30,
    2014   2013   2014
             
CASH FLOWS FROM OPERATING ACTIVITIES:          
  Net loss $(4,808)   $ (3,519)   $ (37,908)
  Adjustment to reconcile Net Income to net          
  cash provided by operations:          
  In-kind contributions $ 5,008   $ 6,364    $34,169
  Depreciation and amortization $    500   $    500   $ 1,833
  Changes in assets and liabilities          
             
  Changes in assets and liabilities:          
             
  Prepaid Expense $ 195   $ (1,095)    $ -
  Accrued expenses $ (895)   $ (2,250)    $ 1,906
  Net Cash Used in Operating Activities -   -   -
             
           
Net increase (decrease) in cash and cash equivalents -   -   -
Cash and cash equivalents, beginning of period -   -   -
Cash and cash equivalents, end of period $ -   $ -   $ -
             
Supplemental Cash Flow Information          
  Cash paid for interest $ -   $ -   $ -
  Cash paid for taxes $ -   $ -   $ -
             
Noncash Investing and Financing          
           
 
The accompanying notes are an integral part of these condensed financial statements.

  

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Table of Contents 

Z HOLDINGS GROUP, INC.

 

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

 

Note 1 - Organization and Description of Business

 

“Z Holdings Group” or LMIC, Inc. began its existence as the Pacific Development Corporation which was incorporated under the laws of State of Colorado on September 21, 1992. On March 23, 2000, Pacific and Cheshire Holdings, Inc. were merged into a single corporation existing under the laws of the State of Delaware, with Cheshire Holdings, Inc. being the surviving corporation. The name of the surviving corporation was changed to Cheshire Distributors, Inc. On July 17, 2003 Cheshire Distributors, Inc. changed its name to LMIC, Inc. Z Holdings Group, Inc. (a development stage company) sometimes referred to as ZHLD or Z Holdings Inc. was adopted fresh start accounting on May 6, 2005 with an objective to acquire, or merge with, an operating business.

 

Big Time Acquisition was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. BTA’s principal business objective for the next 12 months and beyond such time was to achieve long-term growth potential through a combination with a business ("Business Combination") rather than immediate, short-term earnings.

 

Immediately before the Effective time of merger, any and all outstanding shares of Big Time Acquisition, Inc. held by Z Holdings Group, Inc. were canceled, and at the closing of the Merger Agreement, ZHLD issued a total of 90,000 restricted Class A common shares to the former shareholders of Big Time Acquisition, Inc., for their then outstanding shares of Big Time common stock. ZHLD received in the share exchange, 90,000 shares of Big Time common stock representing 100% of the issued and outstanding shares of Big Time which are deemed to be canceled. As a result of the Merger Agreement, ZHLD is now the surviving company of the Merger pursuant to Delaware General Corporate Law (DGCL), and deemed to be Successor Registrant. The issuance of such shares was exempt from registration pursuant to Section 4(2) of, and Regulation D promulgated under, the Securities Act.

 

On October 29, 2012 the respective Boards of Directors and requisite majority shareholders of ZHLD and Big Time Acquisition, Inc. by written consent in lieu of a shareholder meeting pursuant to DGCL approved the merger of Big Time Acquisition, Inc. into ZHLD with ZHLD as the surviving corporation. ZHLD was a shell company immediately before the merger and continues to be a shell company as of the date of this filing. Additionally, ZHLD is a development stage entity.

 

Note 2 - Significant Accounting Policies

 

Basis of presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2013 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

 

The results of operations for the six month period ended June 30, 2014 are not necessarily indicative of the results for the full fiscal year ending December 31, 2014. 

 

Development stage company

 

The Company is a development stage company as defined by ASC 915, Development Stage Entities. The Company devotes substantially all its efforts on establishing the business. Planned principal operations have not commenced.   All losses accumulated since inception have been considered as part of the Company's development stage activities.

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

Fiscal year end

 

Z Holdings Group, Inc. has a December 31 year end.

 

Cash equivalents

 

The Company follows ASC 305, “Cash and Cash Equivalents”.

 

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less.

 

Cash and cash equivalents at June 30, 2014 and December 31, 2013 were $0.

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Table of Contents

 

Fair Value of Financial Instruments

 

The Company follows FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments would approximate their fair values due to the short-term nature of these instruments. These financial instruments would include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. Fair value of notes payable would be estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of June 30, 2014 or December 31, 2013.

 

Commitment and contingencies

 

The Company follows FASB ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Related parties

The Company follows FASB ASC 850, Related Party Disclosures for the identification of related parties and disclosure of related party transactions. Related party transactions for the periods ending June 30, 2014 and December 31, 2013 totaled $5,008 and $8,926, respectively and consisted of amounts contributed in kind.

Earnings (Loss) Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. 

 

The Company does not have any potentially dilutive instruments as of June 30, 2014 and, thus, anti-dilution issues are not applicable.

 

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

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Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

Note 3 - Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $37,908 at June 30, 2014. The company has earned no revenues since its date of reorganization on May 6, 2005.

 

While the Company is attempting to commence operations and generate revenues, the Company's cash position may not be sufficient enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the company's ability to further implement its business plan and generate revenues.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 4 – Prepaid Expense

 

Prepaid expense totaled $0 and $195 at June 30, 2014 and December 31, 2013 and consisted solely of a prepaid software maintenance contract.

 

Note 5– Stockholders’ Equity

 

Common Stock 

Class A 

The authorized common stock consists of 1,000,000,000 shares of Class A Common Stock at a par value of $0.000006 per share.

There were 99,750,097 shares of class A common stock issued and outstanding at June 30, 2014 and December 31, 2013.

Each share of Class A common stock is entitled to one vote.

Class B

The authorized common stock consists of 200,000,000 shares of Class B Common Stock, $0.000006 par value per share.

There are no shares of class B Common Stock issued and outstanding at this date

Each share of Class B of Common Stock is entitled to 10 votes.

Preferred Stock 

As of June 30, 2014 the authorized preferred stock of the Company consisted of 50,000,000 shares with a par value of $0.000006.

There were no shares of preferred stock issued and outstanding at this date.

Any series of new preferred stock may be designated, fixed, and determined as provided by the board of directors by the affirmative vote of a majority of the voting power of all the then outstanding shares of Class B Common Stock. 

Other

During the period ending June 30, 2014 a related party contributed additional paid in capital in the amount of $5,008 to fund operating expenses. Total amounts contributed as of June 30, 2014 totaled $34,169. (Note 7)

Note 6 - Income Taxes

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of June 30, 2014 and December 31, 2013 the Company has net operating loss carry forwards of $37,908 and $33,100, respectively. The NOLs begin expiring in 2030. The loss results in deferred tax assets of approximately $12,900 and $11,254 at June 30, 2014 and December 31, 2013, at the effective statutory rates totaling 34%. The deferred tax asset has been off-set by an equal valuation allowance.

 

Note 7 - Related Party Transactions 

 

Related party transactions for the periods ending June 30, 2014 and 2013 totaled $5,008 and $6,364, respectively and consisted of amounts contributed in kind by a key uncompensated employee. 

Note 8 – Commitments and Contingencies

 

Litigation

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Note 9 - Subsequent Events

 

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

 

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

 

OVERVIEW

 

Our business plan is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. We are an emerging growth company (EGC) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See Emerging Growth Companies section above). Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

 

During the next 12 months we anticipate incurring costs related to:

 

(i) filing of Exchange Act reports (transfer agent, accounting and auditing fees) in the amount of approximately $10,000; and

 

(ii) costs relating to consummating an acquisition in the amount of approximately $10,000 to pay for legal fees and audit fees.

 

We believe we will be able to meet the costs of filing Exchange Act reports during the next 12 months through use of funds to be loaned to or invested in us by Moorpark, our majority stockholder, or other investors. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we may require the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. To date, we have had no discussions with Moorpark, or other investors, regarding funding, and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. Obviously, if Moorpark, or other investors, does not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

 

We are in the development stage and have negative working capital, negative stockholder’s equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

 

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. However, there is no assurance that the Company will have greater access to capital due to its public company status, and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks and challenges. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

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Table of Contents

 

We have, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, we offer owners of target businesses the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means. Nevertheless, upon effecting an acquisition or merger with us, there will be costs and time required by the target business to provide comprehensive business and financial disclosure, such as the terms of the transaction and a description of the business and management of the target business, among other things, and will include audited consolidated financial statements of the Company giving effect to the business combination, as part of a filing on Form 8-K.

 

Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our managements plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

Current economic and financial conditions are volatile and affect the selection of a business combination and increase the complex ability of the Company’s goals. Business and consumer concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt have contributed to this volatility. These factors, combined with declining and failing businesses, reduced consumer confidence and increased unemployment, have caused a global slowdown. We cannot accurately predict how long these current economic conditions will persist, whether the economy will deteriorate further and how we will be affected.

 

Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

We intend to search for a target business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, financial advisors and similar persons, accounting firms and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. However, there is no assurance that we will locate a target company for a business combination.

 

RESULTS OF OPERATIONS 

 

Three months ended June 30, 2014 and 2013 

 

Revenue

 

During the three months ended June 30, 2014 and 2013, we did not recognize any revenue as the company has no revenue sources.

 

General and Administrative Expenses

 

During the three months ended June 30, 2014 we incurred $1,906 in general and administrative expenses compared to $1,523 in the three months ended June 30, 2013. The increase is attributable to increased transfer agent and audit fees.

 

Six months ended June 30, 2014 and 2013 

 

Revenue

 

During the six months ended June 30, 2014 and 2013, we did not recognize any revenue as the company has no revenue sources.

 

General and Administrative Expenses

 

During the six months ended June 30, 2014 we incurred $4,308 in general and administrative expenses compared to $3,019 in the six months ended June 30, 2013. The increase is primarily attributable to increased audit and review fees.

 

Liquidity

 

We have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

Capital Resources

 

We had no material commitments for capital expenditures as of June 30, 2014 and December 31, 2013.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance 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 is material to investors.

Critical Accounting Policies

 

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2013 Annual Report on Form 10-K.

 

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ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable to a smaller reporting company.

ITEM 4  CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our president and treasurer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  Material weaknesses noted were: lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on the board of directors, inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; ineffective oversight of the entity’s financial reporting and internal control by management and those charged with governance; and, management dominated by a single individual/small group without adequate compensating controls;

 

Limitations on Systems of Controls

 

Our management consisting of our president and treasurer, who is the same individual, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Control over Financial Reporting.

 

There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II

 

For a full description of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures” in our 2013 Annual Report on Form 10-K.

 

ITEM 1 Legal Proceedings

 

Presently, there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

ITEM 1A Risk Factors

 

Not applicable to a smaller reporting company.

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

 

None.

 

ITEM 3 Defaults Upon Senior Securities.

 

None.

 

ITEM 4 Mine Safety Disclosures

 

Not applicable.

 

ITEM 5 Other Information.

 

None

 

ITEM 6 Exhibits.

 

Exhibit Number Description of Exhibit Location
3.1 Articles of Incorporation. *
3.1 (a) Restated Articles of Incorporation *
3.2 By Laws *
3.2 (a) Restated By Laws *
31.1 Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.* **
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).* **

 

101.INS   XBRL Instance Document **
     
101.SCH   XBRL Taxonomy Extension Schema **
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase **
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase **
     
101.LAB   XBRL Taxonomy Extension Label Linkbase **
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase **
   

____________________

* Incorporated by reference. Merger Agreement by and among Big Time Acquisition, Inc. and Z Holdings Group, Inc. filed as Exhibit 2.1 to Form 8K filed on November 2, 2012. Articles of Incorporation filed as Exhibit 3.1 to Form 10-12G filed October 15, 2010. Restated Articles of Incorporation filed as Exhibit 3.1 to Form 8K filed on November 2, 2012. The Bylaws filed as Exhibit 3.2 to Form 10-12G filed October 15, 2010. Restated Bylaws filed as Exhibit 3.2 to Form 8K filed on November 2, 2012.
** Furnished with this 10-Q. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

   

SIGNATURES

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

 

Z Holdings Group, Inc.

(Registrant)

 

By: /s/ Scot Scheer

Scot Scheer, President, Secretary and

Principal Financial Officer

Dated: August 4, 2014

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