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EX-32.2 - CERTIFICATION - Car Monkeys Groupdlne_ex322.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 March 31, 2015

 

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

 

Commission file number 000-54583

 

Car Monkeys Group

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

393 Crescent Ave, Wyckoff, NJ 07481

(Address of principal executive offices, including zip code.)

 

(201) 425-4725

(Registrant's telephone number, including area code)

 

 _____________

(Former Name)

 

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 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-Y (§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). YES x 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 “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer 

¨

Non-accelerated filer 

¨

Smaller reporting company 

x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO x

 

As of May 15, 2015, there are 3,255,648 shares of common stock outstanding.

 

All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Car” and the “Registrant” refer to Car Monkeys Group unless the context indicates another meaning.

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the June 30, 2014 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 

 
2

 

Car Monkeys Group

(Formerly Delaine Corporation)

Index to the Financial Statements (Unaudited)

March 31, 2015 (Unaudited)

 

Balance Sheets as of March 31, 2015 (Unaudited) and June 30, 2014

  4  
     

Statements of Operations (Unaudited) for the three and nine month periods ended March 31, 2015 and 2014

   

5

 
       

Statements of Cash Flows (Unaudited) for the nine month periods ended March 31, 2015 and 2014

   

6

 
       

Notes to the Financial Statements (Unaudited)

   

7

 

 

 
3

 

Car Monkeys Group

(Formerly Delaine Corporation)

Balance Sheets (Unaudited)

 

    March 31,
2015
    June 30,
2014
 

ASSETS

Current assets:

       

Cash

 

$

154,619

   

$

123,331

 

Restricted cash (see Note 3)

   

73,563

     

73,563

 

Accounts receivable

   

12,660

     

28,350

 

Total current assets

   

240,842

     

225,244

 
                 

Property, plant and equipment, net

   

3,413

     

3,467

 
                 

Intangible assets

   

353,194

     

353,194

 

Total assets

 

$

597,449

   

$

581,905

 
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

               

Accounts payable

 

$

128,888

   

$

39,882

 

Accounts payable - related party

   

11,351

     

31,946

 

Total current liabilities

   

140,239

     

71,828

 
                 

Stockholders' Equity

               

Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively

   

400

     

400

 

Common stock, par value $0.001, 100,000,000 shares authorized, 3,255,648 issued and outstanding as of March 31, 2015 and June 30, 2014, respectively

   

3,256

     

3,256

 

Additional paid-in capital

   

821,408

     

821,408

 

Retained deficit

   

(367,854

)

   

(314,987

)

Total stockholder's equity

   

457,210

     

510,077

 

Total liabilities and stockholder's equity

 

$

597,449

   

$

581,905

 

 

See accompanying notes to the financial statements (unaudited).

 

 
4

 

Car Monkeys Group

(Formerly Delaine Corporation)

Statements of Operations (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
 
                 

Net Revenue (gross total transactions of $640,335, $487,481, $1,852,514, and $1,254,165)

 

$

203,994

   

$

176,994

   

$

553,271

   

$

474,752

 
                               

Operating expenses:

                               

Advertising

   

57,540

     

26,207

     

145,835

     

65,411

 

General and administrative

   

23,586

     

21,636

     

55,262

     

45,300

 

Selling

   

50,791

     

22,243

     

143,200

     

76,013

 

Professional fees

   

14,355

     

15,390

     

58,371

     

50,005

 

Executive compensation

   

68,400

     

71,900

     

203,000

     

157,433

 

Depreciation expense

   

161

     

163

     

470

     

245

 

Total operating expenses

   

214,833

     

157,539

     

606,138

     

394,407

 

Operating income (loss) before income taxes

 

(10,839

)

   

19,455

   

(52,867

)

   

80,345

 
                               

Other income

   

-

     

-

     

-

     

3

 
                               

Income tax (expense) benefit

   

-

     

-

     

-

     

-

 
                               

Net income (loss)

 

$

(10,839

)

 

$

19,455

   

$

(52,867

)

 

$

80,348

 
                               

Basic and diluted income (loss) per common share

 

$

(0.00

)

 

$

0.01

   

$

(0.02

)

 

$

0.02

 
                               

Weighted average shares outstanding

   

3,255,648

     

3,255,648

     

3,255,648

     

3,255,648

 

 

See accompanying notes to the financial statements (unaudited).

 

 
5

 

Car Monkeys Group

(Formerly Delaine Corporation)

Statements of Cash Flows (Unaudited)

 

    For the Nine Months Ended March 31,
2015
    For the Nine Months Ended March 31,
2014
 
         

Cash flows from operating activities:

       

Net income (loss)

 

$

(52,867

)

 

$

80,348

 

Depreciation expense

   

470

     

245

 

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

               

Restricted cash

   

-

     

(92,495

)

Accounts receivable

   

15,690

     

(35,319

)

Prepaid expenses

   

-

     

5,833

 

Accounts payable/accrued expenses

   

89,006

     

3,576

 

Accounts payable - related party

   

(20,595

)

   

35,705

 

Net cash provided by (used in) operating activities

   

31,704

     

(2,107

)

                 

Cash flows from investing activities:

               

Purchase of equipment

   

(416

)

   

-

 

Net cash used in investing activities

   

(416

)

   

-

 
                 

Cash flows from financing activities:

               

Contributed capital

   

-

     

25

 

Net cash provided by financing activities

   

-

     

25

 
                 

Net increase (decrease) in cash

   

31,288

     

(2,082

)

Cash at beginning of period

   

123,331

     

41,334

 

Cash at end of period

 

$

154,619

   

$

39,252

 
                 

Supplemental Information:

               

Cash paid for interest

 

$

-

   

$

-

 

Cash paid for income taxes

 

$

-

   

$

-

 

 

See accompanying notes to the financial statements (unaudited).

 

 
6

 

Car Monkeys Group

(Formerly Delaine Corporation)

Notes to the Financial Statements (Unaudited)

 

1)

BASIS FOR FINANCIAL STATEMENTS

 

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

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2014 audited financial statements as reported in Form 10-K. The results of operations for the period ended March 31, 2015 are not necessarily indicative of the operating results for the full year ended June 30, 2015.

 

REVENUE RECOGNITION

 

The Company recognizes revenue under ASC 605 “Revenue Recognition.” Under ASC 605-45, the Company determined that revenues should be recognized on the net revenue reporting method, in which the Company only reports the net revenues from the drop shipped transactions. Revenue is recognized when revenues have been collected and the product has been shipped FOB shipper. Gross and net revenue is as follows:

 

    3/31/2015     3/31/2014  

Gross total transactions

 

$

1,852,514

   

$

1,254,165

 

Gross cost of total transactions

   

1,299,243

     

779,413

 

Net revenue

 

$

553,271

   

$

474,752

 

 

At the end of each quarter, there is sometimes a delay in receiving payment from a third party payment processor who has collected the sales revenue before the product is shipped. These uncollected revenues are recorded as sales and accounts receivable at each quarter end.

 

2)

RESTRICTED CASH

 

The Company uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts are withheld for a period of up to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of March 31, 2015, the Company has classified these reserve balances in merchant accounts as restricted cash, totaling $73,563.

 

3)

INTANGIBLE ASSETS

 

Identifiable intangible assets have been capitalized as per ASC 350-35 “General Intangibles Other than Goodwill.” Identifiable intangible assets consist of proprietary technology relating to the acquisition of a sole and exclusive license in and to certain proprietary technology relating to online procurement of certain goods in exchange for the issuance of 172,848 shares of common stock, par value $0.001, and 400,000 shares of preferred stock, par value $0.001, to the Company’s president and sole director. The common shares have been valued at $1.206 per share, whereas the preferred shares have been valued at $0.36182 per share. The proprietary technology has been recorded as an intangible asset totaling $353,194 as of June 30, 2012.

 

An impairment test is done at least annually. The proprietary technology consists of internet search algorithms tailored to searching, cross referencing, and pricing used auto parts. The search algorithms enable a vast and detailed online catalog of used auto parts, which surpasses what is currently available from any other source. Together with the pricing algorithms, the technology provides the display of product information, together with a price that is both competitive and offers a good profit margin for an online retail entity utilizing the technology. This pricing model is based on availability and wholesale cost of each particular part from a trusted network of automotive recyclers nationwide.

 

 
7

 

Car Monkeys Group

(Formerly Delaine Corporation)

Notes to the Financial Statements (Unaudited) 

 

In conjunction with the year ended June 30, 2014, the Company performed an impairment loss assessment of the intangible asset and determined that the carrying amount was not impaired. The assessment considered, amongst other factors, both the current period and historical operating losses, as well as forecasted positive net cash flows to be generated by the intangible asset on a discounted basis. It was determined that based the future economic benefits of the intangible asset were greater than the current carrying amount of $353,194. Accordingly the Company has determined that an impairment of the intangible asset is unnecessary as of June 30, 2014.

 

4)

RELATED PARTY TRANSACTIONS

 

In August, 2013, the Company entered into an agreement with its President, wherein the Company agreed to pay a monthly salary of $15,800 in exchange for services to be rendered. Furthermore, the Company entered into an agreement with its Chief Technology Officer (“CTO”) pursuant to which terms the Company agreed to pay a weekly salary of $1,500. These compensation amounts have been recorded in executive compensation for the period ended March 31, 2015, totaling $142,200 for the President and $60,800 for the CTO. Of this amount, $11,351 has yet to be paid and is recorded in accounts payable – related party as of March 31, 2015, ($31,946 at June 30, 2014).

 

5)

PROVISION FOR INCOME TAXES

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. 

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 
8

  

Car Monkeys Group

(Formerly Delaine Corporation)

Notes to the Financial Statements (Unaudited)

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 43% to pretax income from continuing operations for the quarters ended March 31, 2015 and 2014 due to the following:

 

    For the Nine Months Ended March 31,
2015
    For the Nine Months Ended March 31,
2014
 

Current Federal Tax (Benefit) at 34%

 

$

(17,974

)

 

$

27,318

 

Current State Tax

   

(4,758

)

   

7,231

 

Use of NOL and Rate Difference

   

-

     

(34,549

)

Change in NOL benefit

   

-

     

56,039

 

Change in valuation allowance

   

22,732

     

(56,039

)

Total

 

$

-

   

$

-

 

 

    For the Nine Months Ended March 31,
2015
    For the Nine Months Ended March 31,
2014
 

Deferred tax asset:

       

Net operating loss carryforward

 

$

103,064

   

$

107,789

 

Valuation allowance

   

(103,064

)

   

(107,789

)

Total

 

$

-

   

$

-

 

 

The potential income tax benefit of these losses has been offset by a full valuation allowance.

 

As of March 31, 2015, the Company has an unused net operating loss carry-forward balance of $239,684 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2033.

 

 
9

 

Car Monkeys Group

(Formerly Delaine Corporation)

Notes to the Financial Statements (Unaudited)

 

5)

PROVISION FOR INCOME TAXES (CONTINUED)

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

    For the Nine Months Ended March 31,
2015
    For the Nine Months Ended March 31,
2014
 

Beginning balance

 

$

-

   

$

-

 

Additions based on tax positions related to current year

   

-

     

-

 

Additions for tax positions of prior years

   

-

     

-

 

Reductions for tax positions of prior years

   

-

     

-

 

Reductions in benefit due to income tax expense

   

-

     

-

 

Ending balance

 

$

-

   

$

-

 

 

At March 31, 2015, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

 

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. 

 

As of March 31, 2015 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions.

 

The tax years that remain subject to examination by major taxing jurisdictions are those since June 23, 2010 (Inception) through the year ended June 30, 2014.

 

6)

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2015 and June 30, 2014, the Company has a retained deficit of $367,854 and $314,987, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

 

7)

STOCKHOLDERS’ EQUITY

 

On January 16, 2015 the Company effected a twenty for one reverse stock split, reducing outstanding common shares from 65,012,813 shares to 3,255,648 shares. Fractional shares were rounded up to the next whole share. The split is reflected retrospectively in these financial statements.

 

8)

ADVERTISING COSTS

 

The Company expenses advertising costs as incurred. Advertising expenses were $57,540, $145,835, $26,207 and $65,411 for the three and nine months ended March 31, 2015 and 2014, respectively.

 

9)

SUBSEQUENT EVENTS

 

The Company has evaluated its subsequent events from the balance sheet date through the date of issuance and determined that there are no additional events to disclose.

 

 
10

 

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

 

The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Quarterly Report on Form 10-Q. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

Our Company

 

Car Monkeys Group (formerly Delaine Corporation) (the “Company”) was incorporated on September 23, 2010 in the State of Nevada. On January 16, 2015 we effected a twenty to one reverse split of our common stock. On February 6, 2015, we amended our Articles of Incorporation to change the Company’s name to Car Monkeys Group in order to more effectively promote our brand name and market presence. Our trading symbol is now CKMY.

 

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30. Pursuant to the Reorganization Agreement entered into in September 2012, the Company’s development and operations are to provide online sales of recycled automotive parts using the Company’s sole and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”). During the fourth quarter of fiscal year ended June 30, 2013 we launched our online store under the brand Car Monkeys, to introduce our product line to the marketplace. During the quarter ended September 30, 2013 we commenced operating our second website under the brand Low Mileage Parts. As of the first quarter of fiscal 2014 we were no longer in the Development Stage.

 

As an online retailer, we believe we have a significant competitive advantage over traditional retailers in that we do not have to invest in and maintain substantial inventory. Through our proprietary software, we match our customers’ demand with our suppliers’ products and create a virtual ‘Just-in-Time’ inventory system.

 

Results of Operations

 

We realized $553,271 in net revenue during the nine months ended March 31, 2015 from gross transactions of $1,852,514. Our gross transactions cost, consisting of supplier payments and shipping cost was $1,299,243. We realized $474,752 in net revenue during the nine months ended March 31, 2014 from gross transactions of $1,254,165, an increase in net revenue of 17%.

 

The Company had a net operating loss of $52,867 for the nine months ended March 31, 2015 compared to net operating income of $80,348 for the nine months ended March 31, 2014. The increase in net operating loss was due to increases in our operating expenses, in 2015 such as increased advertising by 123% and selling commission expenses from increasing our gross transactions up 88% from the prior year. In addition, our executives are now being compensated at a fixed monthly amount, which was not the case in the prior year.

 

To date, our transactions are entirely from sales of used engines, transmissions and rear axle assemblies. We intend to use our net income to increase our search engine key word advertising to include smaller used parts such as starters and alternators.

 

We expect the trend of increasing transactions to continue as we build our CarMonkeys.com brand and increase search engine key word advertising. At present we are only purchasing key word advertising for used engines, transmissions and rear axle assemblies. We are also seeking to find additional suppliers for these and other parts.

  

Nine months Ended March 31, 2015 Compared to Nine months Ended March 31, 2014.

 

Operating Expenses:

 

Executive compensation of $203,000 for the nine months ended March 31, 2015 increased from $157,433 for the nine months ended March 31, 2014. The increase was due to employment agreements entered into late in the September 2013 quarter under which the President receives compensation of $15,800 per month and the Chief Technology Officer receives compensation of $1,500 per week. Sales commission expense was $143,200 for the nine months ended March 31, 2015 compared to $76,013 for the nine months ended March 31, 2014 and reflects our increase in total transactions. Advertising expense was $145,835 for the nine months ended March 31, 2015 compared to $65,411 for the nine months ended March 31, 2014, an increase of 123%. This reflects our increase in keyword search engine advertising. Professional fees were $58,371 consisting primarily of accounting and legal fees for the nine months ended March 31, 2015, while professional fees were $50,005 for the nine months ended March 31, 2014.

 

 
11

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2015 and June 30, 2014 respectively, the Company had unrestricted cash of $154,619 and $123,331, an increase of 25.4%. The retained deficit for these respective periods is $367,854 and $314,987, an increase of 17% due to the net loss for the nine months. Our intangible assets of $353,194 are the intellectual property.

 

The Company uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts up to a certain maximum amount are withheld for a period of 6 to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of March 31, 2015, the Company has classified these merchant account reserve balances as restricted cash, totaling $73,563 compared to $73,563 for the year ended June 30, 2014.

 

We intend to use our net income and seek investment capital to increase our search engine key word advertising.

 

As of March 31, 2015 and June 30, 2014 respectively, current liabilities totaled $140,239 and $71,828, an increase of approximately 95% and consisting primarily of accounts payable of $128,888 as of March 31, 2015 compared to $39,882 as of June 30, 2014, an increase of 223%. The increase in accounts payable related to shipping costs of the higher gross transaction volume during the nine months. As of March 31, 2015 we had accounts payable-related party representing compensation due to our president of $11,351 compared to $31,946 for the year ended June 30, 2014, a decrease of 64%, as the Company was able to pay the President with cash rather than accruing most of his compensation.

 

The successful execution of our business plan requires significant cash resources. Because of our limited operating history, equity or debt financing arrangements may not be available in amounts and on terms acceptable to us, if at all. Additionally, because we intend to rely upon the sale of additional equity securities, there is a risk that your shares will suffer additional dilution. Furthermore, if we incur additional indebtedness there is a risk that increased debt service obligations will restrict our operations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

 

As of March 31, 2015 and 2014, we had no material commitments for capital expenditures.

 

Off Balance Sheet Arrangements

 

None.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that information to be included in our Securities and Exchange Commission reports was correctly reported within the time periods specified in SEC rules and forms relating to our company, during the period when this report was being prepared.

 

Changes in internal controls over financial reporting

 

There was no change in our internal control over financial reporting during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Currently we are not involved in any pending litigation or legal proceeding.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under 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

 

None.

 

ITEM 5. OTHER INFORMATION

 

On January 16, 2015 we effected a twenty to one reverse split of our common stock. The stock trading symbol temporarily changed to DEPND for twenty business days. On January 27, 2015 with an effective date of February 6, 2015, we amended our Articles of Incorporation to change the Company’s name to Car Monkeys Group in order to more effectively promote our brand name and market presence. On February 13, 2015 our stock trading symbol was changed to CKMY.

 

 
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ITEM 6. EXHIBITS

 

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

 

Exhibit No. 

 

Description

     

3.2

 

Amendment to the Articles of Incorporation

     

31.1 

 

Section 302 Certification of Chief Executive Officer

     

31.2 

 

Section 302 Certification of Chief Financial Officer

     

32.1 

 

Section 906 Certification of Chief Executive Officer

     

32.2 

 

Section 906 Certification of Chief Financial Officer

 

101.INS **

 

XBRL Instance Document

     

101.SCH **

 

XBRL Taxonomy Extension Schema Document

     

101.CAL **

 

XBRL Taxonomy Extension Calculation Linkbase Document

     

101.DEF **

 

XBRL Taxonomy Extension Definition Linkbase Document

     

101.LAB **

 

XBRL Taxonomy Extension Label Linkbase Document

     

101.PRE **

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
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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.

 

 

CAR MONKEYS GROUP

 
       

Date: May 20, 2015

By:

/s/ Mariusz Girt

   

Mariusz Girt, President

 

 

 

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