Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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 000-55228
GREYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 47-1376029
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#440-1311 Meridian Street
Edmonton, Alberta T6S 1G9
(Address of principal executive offices) (zip code)
780-442-0450
(Registrant's telephone number, including area code)
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.
Yes X No
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 Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
May 19,2015
Common Stock, par value $0.0001 10,848,000
Documents incorporated by reference: None
______________________________________________________________
CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-5
Notes to Unaudited Condensed Financial Statements 6-8
______________________________________________________________________
GREYS CORPORATION
(Formerly Fall Valley Acquisition Corporation)
CONDENSED BALANCE SHEETS
ASSETS
------ March 31, December 31,
2015 2014
----------- -----------
(unaudited) (audited)
Current assets
Cash $ 25,079 $ -
Interest receivable 2,140 -
Advances to Closed Loop Investments Ltd. 50,000 -
Advances to Greys Paper Recycling
Industries LP 396,345 -
------------ ----------
Total assets $ 473,564 $ -
============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and
Accrued liabilities $ 62,710 $ 400
------------ ----------
Total liabilities $ 62,710 $ 400
------------ ----------
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of March 31,
2015 - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 10,848,000 shares issued
and outstanding as of March 31, 2015 1,085 325
Discount on Common Stock (325) (325)
Additional paid-in capital 491,497 257
Accumulated deficit (81,403) (657)
------------ _________
Total stockholders' equity (deficit) 410,854 (400)
------------ _________
Total liabilities and stockholders'
deficit $ 473,564 $ -
============ ==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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GREYS CORPORATION
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
For the three months
ended March 31, 2015
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Salaries and wages 60,000
Operating expenses 22,886
-----------------
Operating loss (82,886)
Other income 2,140
-----------------
Loss before income taxes (80,746)
==================
Income tax expense -
Net loss $ (80,746)
==================
Loss per share - basic and diluted $ (0.01)
==================
Weighted average shares-basic and diluted 6,204,778
------------------
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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GREYS CORPORATION
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the three
months ended
March 31, 2015
------------------
OPERATING ACTIVITIES
Net loss $ (80,746)
------------------
Changes in Operating Assets and Liabilities
Interest receivable (2,140)
Accounts payable and Accrued liabilities 62,310
------------------
Net cash used in operating activities (20,576)
------------------
INVESTING ACTIVITIES
Advances to related parties $ (446,345)
------------------
Net cash used in investing activites $ (446,345)
FINANCING ACTIVITIES
Issuance of common stock for cash $ 492,000
------------------
Net cash from financing activities $ 492,000
Net increase in cash 25,079
Cash, beginning of period -
------------------
Cash, end of period $ 25,079
==================
The accompanying notes are an integral part of these unaudited
condensed financial statements
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GREYS CORPORATION
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Greys Corporation ("Greys" or "the Company") was incorporated on May 20,
2014 under the laws of the state of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions,
under the name Fall Valley Acquisition Corporation. The Company changed
its name to Greys Corporation on November 7, 2014. The Company's operations
to date have been limited to issuing shares to its original shareholders.
The Company began raising additional capital and commenced operations in the
quarter ended March 31, 2015.
NOTE 2 BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet as of December 31, 2014,
which has been derived from the Company's audited financial statements as of
that date, and the unaudited condensed consolidated financial information of
the Company as of March 31, 2015 and for the three months ended March 31, 2015
and 2014, has been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") for interim financial
information and with the instructions to Form 10-Q and Article 8-03 of
Regulation S-X. In the opinion of management, such financial information
includes all adjustments considered necessary for a fair presentation of
the Company's financial position at such date and the operating results and
cash flows for such periods. Operating results for the interim period ended
March 31, 2015 are not necessarily indicative of the results that may be
expected for the entire year.
Certain information and footnote disclosure normally included in financial
statements in accordance with generally accepted accounting principles have
been omitted pursuant to the rules of the United States Securities and
Exchange Commission ("SEC"). These unaudited financial statements should
be read in conjunction with our audited financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2014 filed on April 15, 2015.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with 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, and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from
those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. There were no cash equivalents at March 31,
2015.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances in
excess of the Federal Deposit Insurance Corporation limit as of March 31 2015
or December 31, 2014.
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GREYS CORPORATION
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement 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. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of March 31, 2015 or December 31, 2014, there were
no deferred taxes due to the uncertainty of the realization of net operating
loss or carry forward prior to expiration.
REVENUE RECOGNITION
The Company's revenue is derived from providing temporary staffing services
to its clients. The Company recognizes revenue in accordance with Financial
Accounting Standards Board Accounting Standards Codification ("ASC") No. 605,
Revenue Recognition. In all cases, revenue is recognized only when the price
is fixed and determinable, persuasive evidence of an arrangement exists, the
service is performed and collectability of the resulting receivable is
reasonably assured.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As of
March 31, 2015 or December 31, 2014, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
NOTE 4 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has
sustained operating losses during the periods ended March 31, 2015 and December
31, 2014. The Company had an accumulated deficit of $81,403 as of March 31,
2015. The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet its
obligations and/or obtain additional financing from its members or other
sources, as may be required.
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GREYS CORPORATION
Notes to Unaudited Condensed Financial Statements
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern; however, the above condition raises
substantial doubt about the Company's ability to do so. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result should the Company be
unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity. However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.
NOTE 5 - ADVANCES TO RELATED PARTIES
The Company has made advances to Closed Loop Investments Ltd., related by
significant common ownership. These advances amounted to $50,000 for the
quarter ending March 31, 2015 (period ending December 31, 2014 - $nil)
for a total balance at March 31, 2015 of $50,000 (December 31, 2014 - $nil).
The advances bear interest at 5%, are unsecured, and have no set terms of
repayment. Total interest earned on these advances for the quarter ended March
31, 2015 was $240. The Company is not considered as the primary beneficiary of
Closed Loop Investments Ltd.
The Company has made advances to Grey's Paper Recycling Industries Limited
Partnership, related by significant common ownership. These advances amounted
to $396,345 for the quarter ending March 31, 2015 (period ending December 31,
2014 - $nil) for a total balance at March 31, 2015 of $396,345 (December 31,
2014 - $nil). The advances bear interest at 5%, are unsecured, and have no
set terms of repayment. Total interest earned on these advances for the
quarter ended March 31, 2015 was $1,900. The Company is not considered
as the primary beneficiary of Grey's Paper Recycling Industries Limited
Partnership.
These advances and transactions are in the normal course of operations and
are measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.
NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In August, 2014, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial
Statements-Going Concern (Subtopic 205-40), which now requires management to
evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the entity's ability to continue as a going
concern within one year after the date the financial statements are issued. If
conditions or events raise substantial doubt about an entity's ability to
continue as a going concern, and substantial doubt is not alleviated after
consideration of management's plans, additional disclosures are required. The
amendments in this update are effective for the annual period ending after
December 15, 2016, and for annual periods and interim periods thereafter.
Early application is permitted. These requirements were previously included
within auditing standards and federal securities law, but are now included
within U.S. GAAP. We are currently assessing the impact of the adoption of
ASU No. 2014-15 on our financial statements and disclosures.
In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities
(Topic 915) - Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810,
Consolidation, which eliminates the concept of a development stage entity
(DSE) in its entirety from current accounting guidance. We have elected
early adoption of this standard, which eliminates the designation of DSEs
and the requirement to disclose results of operations and cash flows since
inception. We do not believe the adoption of ASU No. 2014-10 will have
significant impact on our financial statements and disclosures.
In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09,
Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a
new topic in the ASC Topic 606 and establishes a new control-based revenue
recognition model, changes the basis for deciding when revenue is recognized
over time or at a point in time, provides new and more detailed guidance on
specific topics, and expands and improves disclosures about revenue. In
addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40,
Other Assets and Deferred Costs: Contracts with Customers, to provide guidance
on costs related to obtaining a contract with a customer and costs incurred in
fulfilling a contract with a customer that are not in the scope of another ASC
Topic. The guidance in ASU 2014-09 is effective for public entities for annual
reporting periods beginning after December 15, 2016, including interim periods
therein. Early application is not permitted. Management is in the process of
assessing the impact of ASU 2014-09 on the Company's financial statements.
NOTE 7 STOCKHOLDERS' EQUITY
On February 24, 2015, the Company issued 7,598,000 common shares for $492,000
in cash.
The Company is authorized to issue 100,000,000 shares of common stock and
20,000,000 shares of preferred stock. As of March 31, 2015, 10,848,000 shares
of common stock and no preferred stock were issued and outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Greys Corporation ("Greys" or the "Company") was incorporated on
May 20, 2014 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.
In addition to a change in control of its management and shareholders,
the Company's operations as of the date covered by this report have been
limited to issuing shares and filing a registration statement on Form 10
pursuant to the Securities Exchange Act of 1934. The Company was formed
to provide a method for a foreign or domestic private company to become
a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
On June 18, 2014, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Rajan ahluwalia is the sole director of the Company and serves
as its Chief Executive Officer, Secretary and Treasurer.
The Company has no employees and only one director who also serves
as the Company's sole officer.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company intends to establish paper recycling facilities across
the United States. Each anticipated facility will utilize state-of-the-art
equipment and processing technologies to recycle paper waste into reusable
products. Management of the Company is currently an officer of Greys Paper
Recycling Industries Ltd., a Canadian-based company that operates a citywide
paper-recycling program in Edmonton, Alberta, Canada. That company utilizes
the model intended for the United States facilities in that it captures vast
quantities of paper waste and recycles such paper waste through state-of-the-
art equipment to produce new paper products. Those new paper products are
then sold back to the originator of the paper waste for reuse. The recycling
facilities are anticipated to be located near large paper waste generators
which will facilitate ease of transport, collection and redistribution.
The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur. It is
actively pursuing the following avenues of development:
No agreements have been executed and if the Company makes any
acquisitions, mergers or other business combination, it will file a Form 8-K.
If and when the Company chooses to enter into a business combination or
enter into other significant agreements or associations, it will file a
Form 8-K. The Company anticipates that it may also file a registration
statement after such business transaction is effected.
As of March 31, 2015, the Company had not generated revenues and
for the three months ended March 31, 2015 the Company had a net loss of
$80,746.
The Company's independent auditors have issued a report as of and
for the period from May 2014 (inception) to December 31, 2014, raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
There is no assurance that the Company will ever be profitable.
Item 2. Properties
The Company does not own any property. The Company currently uses the
offices of its president at no cost to the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's 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 Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since inception, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000 as folllows:
On May 20, 2014, the Company issued the following shares of
its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
On November 17, 2014, the Company redeemed 19,750,000 of the outstanding
20,000,000, pro rata, from the holders thereof. The Company issued
3,000,000 shares on November 18, 2014 to Rajan Ahluwalia, its sole
officer and director.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
GREYS CORPORATION
By: /s/ Rajan Ahluwalia
President, Chief Financial Officer
Dated: May 19, 2015
