Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - MAKINGORG, INC.Financial_Report.xls
EX-32 - CONVERTED BY EDGARWIZ - MAKINGORG, INC.cert_ex32.htm
EX-31 - CONVERTED BY EDGARWIZ - MAKINGORG, INC.cert_ex31.htm


U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2014


[   ]  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. 333-186510



DRIMEX INC.

 (Exact name of registrant as specified in its charter)


Nevada

(State or Other Jurisdiction of Incorporation or Organization)

3751

(Primary Standard Industrial Classification Number)

EIN 39-2079723

 (IRS Employer

Identification Number)




 311 S Division Street

     Carson City, NV 89703

     (702) 425-5072

 (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[   ]



1 | Page


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 August 4, 2014

Common Stock: $0.001

5,905,000




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

8

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

10

Item 4.

Controls and Procedures

10

PART II.

OTHER INFORMATION


Item 1   

Legal Proceedings

10

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

10

Item 3   

Defaults Upon Senior Securities

11

Item 4      

Mine safety disclosures

11

Item 5  

Other Information

11

Item 6      

Exhibits

11


Signatures

11




3 | Page


DRIMEX INC.

BALANCE SHEETS

(Unaudited)



ASSETS

June 30, 2014

December 31, 2013

Current Assets



Cash and cash equivalents

$

1,770 

$

7,850 




Total Assets

$

1,770 

$

7,850 




LIABILITIES AND STOCKHOLDERS EQUITY(DEFICIT)



Liabilities



Current Liabilities



Accrued expenses

1,500 

Loan from director

2,835 

2,900 







Total Liabilities

4,335 

2,900 




Stockholders Equity (Deficit)



Common stock, par value $0.001; 75,000,000 shares authorized, 5,905,000 and 5,905,000 shares issued and outstanding, respectively

5,905 

5,905 

Additional paid-in capital

17,195 

17,195 

Accumulated deficit

(25,665)

(18,150)

Total Stockholders Equity (deficit)

(2,565)

4,950 




Total Liabilities and Stockholders Equity (Deficit)

$

1,770 

$

7,850 
















See accompanying notes to unaudited financial statements.






4 | Page


DRIMEX INC.

STATEMENTS OF OPERATIONS

(Unaudited)



For the three months ended June 30, 2014

For the three months ended June 30, 2013

For the

six months ended June 30, 2014

For the

six months ended

June 30,

2013

REVENUES





Consulting fees

$

$

$

$

2,000 






OPERATING EXPENSES





Bank fees

42 

41 

90 

113 

Business licenses and permits

189 

500 

Miscellaneous expense

36 

Professional fees

3,000 

2,330 

7,200 

8,684 






TOTAL OPERATING EXPENSES

3,042 

2,371 

7,515 

9,297 






NET LOSS

$

(3,042)

$

(2,371)

$

(7,515)

$

(7,297)






NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)






WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

5,905,000 

5,000,000 

5,905,000 

5,000,000 
















See accompanying notes to unaudited financial statements.




5 | Page


DRIMEX INC.

STATEMENT OF CASH FLOWS

(Unaudited)




For the six months ended June 30, 2014

For the six months ended June 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES



Net loss

$

(7,515)

$

(7,297)

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



Changes in assets and liabilities:

Accrued expenses

1,500 


CASH FLOWS USED IN OPERATING ACTIVITIES

(6,015)

(7,297)




CASH FLOWS FROM FINANCING ACTIVITIES  



Loans from director

2,800 

Loan repayment

(70)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

(65)

2,800 




NET INCREASE IN CASH

(6,080)

(4,497)

Cash, beginning of period

7,850 

5,068 

Cash, end of period

$

1,770 

$

571 




SUPPLEMENTAL CASH FLOW INFORMATION:



Interest paid

$

$

Income taxes paid

$

$



















See accompanying notes to unaudited financial statements.





6 | Page


DRIMEX INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2014

(Unaudited)


NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION


Drimex Inc. was incorporated under the laws of the State of Nevada on August 10, 2012.  We are a development stage company in the power sports business. The company plans to buy motorcycles, all-terrain vehicles (ATV), snowmobiles, Utility Terrain Vehicle (UTV), power sports accessories from USA suppliers and sell them worldwide.


The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form S-1, have been omitted.


During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.



NOTE 2 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.  The Company had minimal revenues as of June 30, 2014.  The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These conditions raise substantial doubt as to our ability to continue as a going concern.


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 3 LOAN FROM DIRECTOR


On September 14, 2012, director loaned $100 to open bank account. In May and September 2013, director loaned $ 2,800 for business operations. During the six months ended June 30, 2014, the Company repaid $70 to the director on these loans. These loans are unsecured, non-interest bearing and due on demand.


The balance due to the director was $2,905 as of June 30, 2014.


NOTE 4 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.





7 | Page


NOTE 5 SUBSEQUENT EVENTS


On July 29, 2014, Vladimir Nedrygaylo, the principal shareholder of Drimex Inc. (the Company), consummated the transactions contemplated by the Stock Purchase Agreement dated as of June 25, 2014 which provided for the sale of 5,000,000 shares of common stock of the Company (the Shares) to Juanzi Cui (the Purchaser). The consideration paid for the Shares, which represent 84.7% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $325,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, Mr. Nedrygaylo released the Company from all debts owed to him.

 

There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. Effective as of July 29, 2014, in connection with the sale of the Shares, Vladimir Nedrygaylo resigned from all his positions as the sole officer and director of the Company.




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 Months Periods Ended June 30, 2013 and 2014


Our net loss for the three months periods ended June 30, 2013 and 2014 were $2,371 and $3,042. During the three months periods ended June 30, 2013 and 2014 we have not generated any revenue.


During the three months period ended June 30, 2013, our operating expenses were bank fees of $41 and professional fees of $2,330.  During the three months period ended June 30, 2014, our operating expenses were bank fees of $42 and



8 | Page


professional fees of $3,000. The weighted average number of shares outstanding was 5,000,000 for the three months period ending June 30, 2013 and 5,905,000 for the three months period ended June 30, 2014.



Liquidity and Capital Resources


Three Months Period Ended June 30, 2014  


As at June 30, 2014, our total assets were $1,770 compared to $7,850 in total assets at December 31, 2013. Total assets were comprised of cash and cash equivalents only. As at June 30, 2014, our current liabilities were $4,335. Stockholders deficit was $ 2,565 as of June 30, 2014 compare to current liabilities of $2,900 and stockholders' equity of $4,950 as of December 31, 2013.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the six months period ended June 30, 2013, net cash flows used in operating activities was $(7,297).  For the six months period ended June 30, 2014, net cash flows used in operating activities was $(6,015).


Cash Flows from Investing Activities


For the six months period ended June 30, 2013 and 2014, the Company have not generated any cash flow.

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 June 30, 2014, cash flow for financing activities was $(65). For the six months period ended June 30, 2013, cash flow for financing activities was $2,800.


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 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.




9 | Page


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 December 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 June 30, 2014. 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 June 30, 2014 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 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




10 | Page


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.




Drimex Inc.


Dated: August 4, 2014

By: /s/ Vladimir Nedrygaylo


Vladimir Nedrygaylo, President and Chief Executive Officer and Chief Financial Officer


















11 | Page