Attached files
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EX-31 - SOX SECTION 302 CERTIFICATION OF THE CEO & CFO - AMI JAMES BRANDS, INC. | exhibit311.htm |
EXCEL - IDEA: XBRL DOCUMENT - AMI JAMES BRANDS, INC. | Financial_Report.xls |
EX-32 - SOX SECTION 906 CERTIFICATION OF THE CEO & CFO - AMI JAMES BRANDS, INC. | exhibit321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | ||||||||||||||||||||
[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the quarterly period ended |
March 31, 2015 | |||||||||||||||||||
|
or | |||||||||||||||||||
[ ] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the transition period from |
|
to |
| |||||||||||||||||
Commission File Number |
333-183870 | |||||||||||||||||||
QUORUM CORP. | ||||||||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||||||||
Nevada |
|
N/A | ||||||||||||||||||
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) | ||||||||||||||||||
4629 Cass Street, Suite 186 San Diego, CA |
92109 | |||||||||||||||||||
(Address of principal executive offices) |
(Zip Code) | |||||||||||||||||||
(760) 454-1029 | ||||||||||||||||||||
(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) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||||||
[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 (§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 | ||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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) | ||||||||||||||||||||
|
[ ] |
YES |
[X] |
NO | ||||||||||||||||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. | ||||||||||||||||||||
|
[ ] |
YES |
[ ] |
NO | ||||||||||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS | ||||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||||||||||||||
20,278,888 common shares issued and outstanding as of May 14, 2015. | ||||||||||||||||||||
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited consolidated interim financial statements for the three month and nine month periods ended March 31, 2015 and March 31, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.
3
Quorum Corp.
March 31, 2015
Index
Consolidated Balance Sheets................................................................................................................................................... F–1
Consolidated Statements of Operations................................................................................................................................. F–2
Consolidated Statements of Cash Flows................................................................................................................................ F–3
Notes to the Consolidated Financial Statements.................................................................................................................. F–4
4
Quorum Corp.
Consolidated Balance Sheets
(Expressed in US Dollars)
|
March 31, 2015 |
June 30, 2014 |
|
(Unaudited) |
|
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash |
$ 10,872 |
$ 2,705 |
Prepaid expense |
8,667 |
- |
|
|
|
Total Assets |
$ 19,539 |
$ 2,705 |
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
$ 46,676 |
$ 32,734 |
Related party payables (Note 3) |
152,150 |
104,038 |
Loans payable (Note 4) |
67,941 |
21,214 |
|
|
|
Total Liabilities |
266,767 |
157,986 |
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding |
– |
– |
|
|
|
Common stock, 100,000,000 shares authorized, $0.00001 par value; 20,278,888 shares issued and outstanding |
203 |
203 |
|
|
|
Additional paid-in capital |
48,802 |
48,802 |
|
|
|
Deficit |
(296,233) |
(204,286) |
|
|
|
Total Stockholders’ Deficit |
(247,228) |
(155,281) |
|
|
|
Total Liabilities and Stockholders’ Deficit |
$ 19,539 |
$ 2,705 |
|
|
|
(The accompanying notes are an integral part of these consolidated financial statements)
F-1
Quorum Corp.
Consolidated Statements of Operations
(Expressed in US Dollars)
(Unaudited)
|
For the Three Months Ended March 31, 2015 |
For the Three Months Ended March 31, 2014 |
For the Nine Months Ended March 31, 2015 |
For the Nine Months Ended March 31, 2014 |
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Bank charges |
$ 194 |
$ (2) |
$ 217 |
$ 19 |
Foreign exchange (gain) loss |
(239) |
(201) |
(505) |
(291) |
Interest expense |
1,102 |
443 |
2,127 |
973 |
Professional fees |
8,759 |
14,249 |
27,041 |
24,810 |
Consulting fees |
– |
– |
48,000 |
12,500 |
Transfer agent and filing fees |
8,093 |
2,914 |
13,865 |
19,320 |
Travel expenses |
1,202 |
– |
1,202 |
– |
|
|
|
|
|
Total Expenses |
19,111 |
17,403 |
91,947 |
57,331 |
|
|
|
|
|
Net Loss |
$ (19,111) |
$ (17,403) |
$ (91,947) |
$ (57,331) |
|
|
|
|
|
Net Loss Per Share – Basic and Diluted |
$ (0.00) |
$ (0.00) |
$ (0.00) |
$ (0.00) |
|
|
|
|
|
Weighted Average Shares Outstanding |
20,278,888 |
20,278,888 |
20,278,888 |
20,278,888 |
(The accompanying notes are an integral part of these consolidated financial statements)
F-2
Quorum Corp.
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
|
For the Nine Months Ended March 31, 2015 |
For the Nine Months Ended March 31, 2014 |
|
|
|
Cash Flows from Operating Activities |
|
|
|
|
|
Net loss |
$ (91,947) |
$ (57,331) |
|
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expense |
(8,667) |
- |
Accounts payable and accrued liabilities |
13,942 |
20,928 |
Related party payables |
48,112 |
15,500 |
Accrued interest payable |
2,127 |
973 |
|
|
|
Net Cash Used In Operating Activities |
(36,433) |
(19,930) |
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
Proceeds from loans payable |
44,600 |
19,845 |
|
|
|
Net Cash Provided by Financing Activities |
44,600 |
19,845 |
|
|
|
Decrease in Cash |
8,167 |
(85) |
|
|
|
Cash - Beginning of Period |
2,705 |
8,689 |
|
|
|
Cash - End of Period |
$ 10,872 |
$ 8,604 |
|
|
|
Supplementary Information:
|
|
|
Interest paid |
$ – |
$ – |
Income taxes paid |
$ – |
$ – |
(The accompanying notes are an integral part of these consolidated financial statement)
F-3
Quorum Corp.
Notes to the Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited)
1. Nature of Business and Continuance of Operations
Quorum Corp. (the “Company”) was incorporated in the State of Nevada on November 23, 2011. The core operations of the Company derives from the power of social networking and online marketing in order to create links between buyers and sellers of specialty services. The principal service of the Company’s operating website quintup.com, is a link between buyers and sellers. Sellers on the website offer “micro-jobs,” or services, sometimes referred to as “gigs” to sellers who search for services throughout the website. Quorum’s website is a medium to which buyers and sellers can come together, where sellers can sell their specialty services, and buyers can purchase these services. The current target markets for the Company are the eastern African markets of Kenya, Uganda and Tanzania. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.
These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on November 23, 2011 through March 31, 2015, the Company has incurred accumulated losses totalling $296,233. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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. Summary of Significant Accounting Policies
a) Basis of Presentation
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2014, included in the Company’s Annual Report on Form 10-K/A filed on March 27, 2015, with the SEC.
The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at March 31, 2015, and the results of its operations and cash flows for the three and nine months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015, are not necessarily indicative of the results to be expected for future quarters or the full year.
b) Principal of Consolidation
The consolidated financial statements include the accounts of Quorum Corp. and its 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
c) Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to income taxes. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
F-4
Quorum Corp.
Notes to the Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
e) Financial Instruments
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
f) Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At March 31, 2015, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.
g) Foreign Currency Translation
The Company’s planned operations will be in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
h) Income Taxes
The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
i) Recent Accounting Pronouncements
Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
F-5
Quorum Corp.
Notes to the Consolidated Financial Statements
(Expressed in US Dollars)
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and 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
a) As of March 31, 2015, the Company owes a former director of the Company $47,489 (June 30, 2014 - $47,491) for administrative expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.
b) As of March 31, 2014, the Company owes a director of the Company $8,661 (June 30, 2014 - $8,547) for administrative expenditures paid on behalf of the Company and $96,000 (June 30, 2014 - $48,000) for consulting services. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.
c) On December 1, 2012, the Company entered into a consulting agreement with a former director of the Company. Pursuant to the agreement, the former director provided consulting services for the Company from December 1, 2012 to November 30, 2013 for consideration of $2,500 per month. During the nine months ended March 31, 2015, the Company paid consulting fees of $nil (2014 – $12,500) to the director.
4. Loans Payable
On August 1, 2013, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8% per annum and is due on demand. As at March 31, 2015, the note holder has provided $64,445 (June 30, 2014 - $19,845) to the Company pursuant to the loan agreement. As at March 31, 2015, the Company recorded $3,496 (June 30, 2014 - $1,369) of interest payable.
5. Stockholders’ Equity
The Company’s authorized capital consists of 100,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
On February 20, 2015, the board of directors approved a reverse split of the issued and outstanding shares on the basis of 1 new share for each 3 existing shares. Upon effectiveness of the reverse split, the issued and outstanding shares of common stock decreased from 60,836,664 to 20,278,888. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.
F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company”, mean Quorum Corp., and our wholly owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya, unless otherwise indicated.
General Overview
We were incorporated on November 23, 2011, under the laws of the State of Nevada. Our principal executive offices are located at 4629 Cass Street, Suite 186, San Diego, CA. Our telephone number is (760) 454-1029.
We are a development stage company and have been in the business of developing a social media and networking website, Quintup.comTM, intended to serve as a transactional marketplace for buyers and sellers of contract services, known as micro-jobs. Our operations have been based in the Eastern African city of Nairobi, Kenya, and Quintup.comTM was intended as being designed for consumer markets in Eastern Africa, with a focus on Kenya, Tanzania and Uganda.
Our website, Quintup.comTM, has been in the development stage. We have only recently begun operations, have no sales or revenues, and therefore rely upon the sale of our securities to fund our operations. We have a going concern uncertainty as of the date of our most recent financial statements.
Our Current Business
Our business plan has been to create and operate a micro jobs website, Quintup.comTM, that will serve as an online marketplace for the purchase and sale of personal services amongst individuals and businesses operating in Eastern Africa, namely Kenya, Tanzania, and Uganda. Micro jobs websites have become increasingly popular in recent years as social market places for outsourcers of services and individuals or businesses seeking to hire those services. The first micro job (also known as “micro work” or “micro gigs”) websites, such as the website established in 2008 by the non-profit group Samasource, were conceived in order to outsource series of small tasks that have been broken out of a larger digital based work projects and which could be completed over the Internet. Typically, a micro job would take anywhere from one to fifteen minutes to complete, and would be performed in exchange for a proportionate wage. At present, micro jobs commonly refer to a broader range of internet and non-internet based services, although they typically involve services, such as data entry, bookkeeping, research, graphic design, photography, marketing, word processing or creative writing, the product of which may be delivered or verified over the Internet.
5
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements 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 that are material to our stockholders.
Cash Requirements
We intend to begin our operations with the development of our website and then launch of our web service after alpha and beta testing. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:
Estimated Expenses For the Next Twelve Month Period |
| |||
|
|
|
| |
Legal and accounting fees |
|
$ |
70,000 |
|
Website Development and Beta Testing |
|
$ |
15,000 |
|
Technology Acquisition (Server and related equipment) |
|
$ |
15,000 |
|
Marketing and advertising |
|
$ |
10,000 |
|
Investor relations and capital raising |
|
$ |
10,000 |
|
Management fees |
|
$ |
10,000 |
|
Salaries and consulting fees |
|
$ |
36,000 |
|
General and administrative expenses |
|
$ |
45,000 |
|
Total |
|
$ |
211,000 |
|
At present, our cash requirements for the next 12 months outweigh the funds available to maintain or develop our business. Of the $211,000 that we require for the next 12 months, we had $10,872 in cash as of March 31, 2015. In order to improve our liquidity, we intend to pursue additional equity or debt financing from private investors or possibly a registered public offering. Other than as set out below, we currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.
Results of Operations
Operating Expenses
Our operating expenses for the three and nine month periods ended March 31, 2015 and 2014 are outlined in the table below:
|
|
|
||||||||||
|
|
|
||||||||||
|
|
Three |
Three |
Nine |
Nine |
|||||||
|
|
Months |
Months |
Months |
Months |
|||||||
|
|
Ended |
Ended |
Ended |
Ended |
|||||||
|
|
March31, |
March31, |
March31, |
March31, |
|||||||
|
|
2015 |
2014 |
2015 |
2014 |
|||||||
Revenues |
$ |
Nil |
|
$ |
Nil |
|
$ |
Nil |
$ |
Nil |
||
Operating Expenses |
$ |
19,111 |
$ |
17,403 |
$ |
91,947 |
$ |
57,331 |
||||
Net Loss |
$ |
(19,111) |
$ |
(17,403) |
$ |
(91,947) |
$ |
(57,331) |
From our inception on November 23, 2011 to March 31, 2015, we did not have any operating revenues.
6
|
|
Three |
Three |
Nine |
Nine |
|||||||
|
|
Months |
Months |
Months |
Months |
|||||||
|
|
Ended |
Ended |
Ended |
Ended |
|||||||
|
|
March31, |
March31, |
March31, |
March31, |
|||||||
|
|
2015 |
2014 |
2015 |
2014 |
|||||||
Bank charges |
$ |
194 |
|
$ |
(2) |
|
$ |
217 |
|
$ |
19 |
|
Foreign exchange (gain) loss |
$ |
(239) |
|
$ |
(201) |
|
$ |
(505) |
|
$ |
291 |
|
General and administrative |
$ |
Nil |
|
$ |
Nil |
|
$ |
Nil |
|
$ |
Nil |
|
Interest expense |
$ |
1,102 |
|
$ |
443 |
|
$ |
2,127 |
|
$ |
973 |
|
Professional fees |
$ |
8,759 |
|
$ |
14,249 |
|
$ |
27,041 |
|
$ |
24,810 |
|
Consulting fees |
$ |
Nil |
|
$ |
Nil |
|
$ |
48,000 |
|
$ |
12,500 |
|
Transfer agent and filing fees |
$ |
8,093 |
|
$ |
2,914 |
|
$ |
13,865 |
|
$ |
19,320 |
|
During the three months ended March 31, 2015, our company incurred operating expenses of $19,111 compared with $17,403 for the three months ended March 31, 2014. The increase in operating expenses was attributed to increase in transfer agent and filing fees to $8,093 from $2,914, offset by a decrease in professional fees.
For the three months ended March 31, 2015, our company incurred a net loss of $19,111 or $0.00 loss per share compared with a net loss of $17,403 or $0.00 loss per share for the three months ended March31, 2014.
During the nine months ended March 31, 2015, our company incurred operating expenses of $91,947 compared with $57,331 for the nine months ended March 31, 2014. The increase in operating expenses was attributed to increases in consulting fees of $37,000.
For the nine months ended March 31, 2015, our company incurred a net loss of $91,947 or $0.00 loss per share compared with a net loss of $57,331 or $0.00 loss per share for the nine months ended March 31, 2014.
Liquidity and Capital Resources
Working Capital |
|
|
|
|
|
|
|
|
At |
At |
| ||
|
|
March31, |
June 30, |
| ||
|
|
2015 |
2014 |
| ||
Current Assets |
$ |
19,539 |
$ |
2,705 |
||
Current Liabilities |
$ |
266,767 |
$ |
157,986 |
||
Working Capital |
$ |
(247,228) |
$ |
(155,281) |
Cash Flows
|
Nine months |
Nine months | |||
|
Ended |
Ended | |||
|
March31, |
March31, | |||
|
2015 |
2014 | |||
Net Cash Provided by (Used in) Operating Activities |
$ |
(36,433) |
$ |
(19,930) | |
Net Cash Provided by Financing Activities |
$ |
Nil |
$ |
Nil | |
Net Cash Provided by (Used In) Investing Activities |
$ |
44,600 |
$ |
19,845 | |
Net Increase (Decrease) In Cash During The Period |
$ |
8,167 |
$ |
(85) |
Cash Flow from Operating Activities
During the nine months ended March 31, 2015, our company used $36,433 of cash for operating activities compared with the use of $19,930 during the nine months ended March31, 2014. The increase in the use of cash for operating activities was due to increases in prepaid expense of $8,667, related party payables of $32,612 and accrued interest payables of $1,154 and decrease in accounts payable and accrued liabilities of $6,986.
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Cash Flow from Financing Activities
During the nine months ended March 31, 2015, our company received $44,600 from financing activities compared with $19,845 during the nine months ended March31, 2014.
At March 31, 2015, our company had a cash balance of $10,812 and prepaid expense of $8,667 and total assets of $19,539 compared with cash balance and total assets of $2,705 as at June 30, 2014. The increase in cash and total assets were attributed to increase in loan payable.
As at March 31, 2015, our company had total liabilities of $266,767 compared with $157,986 as at June 30, 2014. The increase in total liabilities was attributed to increases, related party payables of $48,112 and loans payable of $46,727.
As at March 31, 2015, our company had a working capital deficit of $247,228 compared with a working capital deficit of $155,281 as at June 30, 2013.
Going Concern
The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As shown in the accompanying financial statements, our company incurred losses of $91,947 for the nine month period ended March 31, 2015 and has not yet produced revenues from operations. These factors raise substantial doubt about our company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that our company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
The ability of our company to continue as a going concern is dependent upon our company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Basis of Presentation
These consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. Our company’s fiscal year end is June 30.
Principal of Consolidation
The consolidated financial statements include the accounts of Quorum Corp. and our 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
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Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Financial Instruments
Our company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At March 31, 2015, our company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.
Foreign Currency Translation
Our company’s planned operations will be in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to our company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, our company does not use derivative instruments to reduce our exposure to foreign currency risk. Our company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
Income Taxes
Our company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards.
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Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Recent Accounting Pronouncements
Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.
Our company has implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
Changes in Internal Control
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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Item 1A. Risk Factors
As a “smaller reporting company” we are not required to provide the information required by this Item.
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
On April 27, 2015, our officer and director, Ben Ridding, entered into a Stock Purchase Agreement with Ami James, pursuant to which Mr. James purchased 10,833,334 shares of our common stock from Mr. Ridding. On April 27, 2015, the shares were transferred from Mr. Ridding to Mr. James, resulting in a change of control of the Company. These shares are approximately 53.42% of the issued and outstanding shares of common stock of the Company. On April, 27, 2015 Mr. Ridding resigned as our sole officer and director, and Mr. James was appointed as our sole officer and director. For information on our new officer and director, see Item 5.02 below.
Other than as disclosed in this Current Report on Form 8-K, the Company is not aware of any agreements or understandings among Mr. Ridding, Mr. James, or their affiliates or associates with respect to the election of directors of the Company or other matters relating to the Company. The Company is not aware of any arrangements which may at a future date result in a change of control of the Company.
On April 27, 2015, Mr. Ridding resigned as our sole officer and director and Mr. James was appointed as our sole officer and director.
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Item 6. Exhibits
Exhibit Number |
Description |
(3) |
Articles of Incorporation and Bylaws |
3.1 |
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012). |
3.2 |
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012). |
(10) |
Material Contracts |
10.1 |
Consulting Agreement with Yasmeen Savji (incorporated by reference to our Registration Statement on Form S-1/A filed on February 20, 2013). |
(21) |
Subsidiaries of Registrant |
21.1 |
Chiswick Holdings Limited (wholly owned), a company incorporated in Kenya. |
(31) |
Rule 13a-14(a)/15d-14(a) Certification |
31.1* |
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
(32) |
Section 1350 Certifications |
32.1* |
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
101** |
Interactive Data Files |
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE |
XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
QUORUM CORP. |
|
|
|
|
|
|
Dated: May15, 2015 |
By: |
/s/ Ami James |
|
|
Ami James |
|
|
President, Secretary, Treasurer and Director |
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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