U.S. 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 June 30, 2015

 

        Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period from ________to __________

 

Commission File Number: 333-169960

 

ASSET PROTECTION OF AMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

NEVADA	27-3387893
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

 

9500 W. Flamingo Rd. Suite 205
Las Vegas, NV	89147
(Address of principal executive offices)	(Zip Code)
(800) 581-1522
Registrant's Phone

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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       No  X   .

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

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       No  X   

 

As of November 19, 2015, the issuer had 11,548,000 shares of common stock issued and outstanding.

 

 

 

	TABLE OF CONTENTS					Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	(Unaudited)				3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation					10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk					13
Item 4.	Controls and Procedures					13
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings					13
Item 1A.	Risk Factors					15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds					13
Item 3.	Defaults Upon Senior Securities					13
Item 4.	Mine Safety Disclosures					13
Item 5.	Other Information					13
Item 6.	Exhibits					14

 

 

ITEM 1. FINANCIAL STATEMENTS

 

Asset Protection of America, Inc.

Condensed Balance Sheets

 

 

		June 30,				December 31,
		2015				2014
		(unaudited)
ASSETS		$				$
CURRENT ASSETS
Cash			22,637				32,181
Total Current Assets			22,637				32,181
Fixed Assets, net			3,172				4,201
TOTAL ASSETS			25,809				36,382
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable			38				445
Deferred revenue			588				—
Taxes payable			—				386
Related party loans			1,756				1,756
Total Current Liabilities			2,382				2,587
Total Liabilities			2,382				2,587
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value, 75,000,000 shares authorized 11,548,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014			11,548				11,548
Additional paid-in capital			36,252				36,252
Accumulated deficit			(24,373	)			(14,005	)
Total Stockholders' Equity			23,427				33,795
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			25,809				36,382

 

 

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

Asset Protection of America, Inc.

Condensed Statements of Operations (unaudited)

 

		For Three Months Ended								For Six Months Ended
		June 30,								June 30,
		2015				2014				2015				2014
			$				$				$				$
Service Revenues			14,195				9,835				27,725				16,385
Cost of revenue			4,126				4,003				5,026				4,603
Gross profit			10,069				5,832				22,699				11,782
OPERATING EXPENSES
General and administrative			4,359				3,802				7,871				9,426
Professional fees			16,956				4,465				25,582				4,965
Total operating expenses			21,315				8,267				33,453				14,391
OPERATING INCOME (OPERATING LOSS)			(11,246	)			(2,435	)			(10,754	)			(2,609	)
Other income - tax credit			—				—				386				—
Net loss			(11,246	)			(2,435	)			(10,368	)			(2,609	)
Net Loss Per Share - Basic and Diluted			0.00	*			0.00	*			0.00	*			0.00	*
Weighted Average Shares Outstanding -
Basic and Diluted			11,548,000				11,548,000				11,426,862				11,426,862
* denotes income (loss) of less than $0.01 per share

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

Asset Protection of America, Inc.

Condensed Statements of Cash Flows (unaudited)

 

		For Six Months Ended
		June 30,
		2015				2014
			$				$
OPERATING ACTIVITIES
Net loss			(10,368	)			(2,609	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation			1,029				942
Changes in operating assets and liabilities:
Increase in accounts receivable			—				(225	)
Decrease in accounts payable			(407	)			—
Increase in deferred revenue			588				—
Increase in tax payable			(386	)			—
Net Cash Used in Operating Activities			(9,544	)			(1,892	)
INVESTING ACTIVITIES
Capital expenditures – office equipment			—				(6,172	)
Net Cash Used in Investing Activities			—				(6,172	)
FINANCING ACTIVITIES
Cash from issuance of common stock			—				20,900
Repayment on related party debt			—				(320	)
Net Cash Provided by (Used in) Financing Activities			—				20,575
Increase (decrease) in cash			(9,544	)			12,511
Cash - Beginning of Period			32,181				30,889
Cash - End of Period			22,637				43,400
Non Cash Financing and Investing Activities:
Supplemental Disclosures:
Interest paid			—				—
Income Taxes Paid			—				—

 

The accompanying notes are an integral part of these condensed unaudited financial statements.

 

 

Asset Protection of America, Inc.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2015 AND 2014

 

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Asset Protection of America, Inc. (“the Company”, “we”, “us” or “our”) was incorporated in the state of Nevada on August 27, 2010. Prior to March 28, 2014, the Company’s name was Bauman Estate Planning, Inc. The Company engages in the business of estate planning. The Company is a one-stop, full service estate planning and an asset protection company. The Company’s staff of professional, dedicated, experienced, knowledgeable and highly competent personnel are trained and licensed to offer a broad range of estate planning services. The Company can assist their customers from minimizing or eliminating probate and/or federal estate taxes to highly sophisticated estate planning tools. The Company’s fiscal year is December 31.

 

NOTE 2 - GOING CONCERN

 

These 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. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or stockholders or through debt or equity financings.

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentations

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

 

Interim Financial Statements

 

The accompanying financial statements have been prepared by the Company without audit in accordance with SEC rules for quarterly reports on form 10-Q. 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 the three and six months ended June 30, 2015 and 2014.,

 

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 December 31, 2014 audited financial statements. The results of operations for the three and six periods ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

 

 

Use of Estimates

 

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets and deferred income tax asset valuation allowances. We base our 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 us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Development Stage Company

 

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders’ equity and cash flows disclosed activity since the date of our inception (August 27, 2010) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. However, the Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on deposit in overnight deposit accounts and investments in money market accounts. At June 30, 2015 and December 31, 2014, we had no cash equivalents.

 

Financial Instruments

 

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

 

Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date.  The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.

 

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date.  The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

 

Our financial instruments consist of cash, accounts receivable, accounts payable and advances, related party which approximate their fair value due to their short maturities.

 

 

Fixed Assets

 

Fixed assets are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives of the assets are as follows office equipment 3 years and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.

 

Long-Lived Assets

 

We account for our long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

Income Taxes

 

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 bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that 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.

 

Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed, services are rendered, and there is reasonable assurance of collection.

 

 

Advertising, Promotion and Marketing

 

We recognize advertising, promotion and marketing costs as incurred. The amount of advertising, promotion and marketing expense recognized for the three and six month periods ended June 30, 2015 were $3,491 and $6,118 (2014 - $2,655 and $5,408), respectively.

 

Basic and Diluted Net Income (Loss) Per Share

 

The Company computes income loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

No potential dilutive debt or equity instruments were issued or outstanding during the three and six month periods ended June 30, 2015 and 2014.

 

 

Recent Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.

 

 

NOTE 4 – FIXED ASSETS

 

Fixed assets comprise of the following at June 30, 2015 and December 31, 2014.

 

		June 30, 2015				December 31, 2014
		(Unaudited)
Fixed assets		$	6,172			$	6,172
Less accumulated depreciation			(3,000	)			(1,971	)
Total		$	3,172			$	4,201

 

For the six months ending June 30, 2015 and 2014, depreciation expense was $1,029 and $942, respectively.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  

 

During the six months ended June 30, 2015 and 2014, the President was (repaid) or advanced to the Company $0 and $(325), respectively.

 

As of June 30, 2015 and December 31, 2014, the balances on the advances were $1,756 and $1,756, respectively. The advances are non-interest bearing, unsecured and due on demand.

 

The President provided office space for the Company to operate free of charge.

 

NOTE 6 – COMMON STOCK

 

The Company is authorized by its Article of Incorporation and Bylaws to issue up to 75,000,000 Common Stock.

 

As at June 30, 2015, there were 11,548,000 shares of common stock issued and outstanding.

 

 

Between January 15, 2014 and March 24, 2014 the Company sold 418,000 shares of its $0.001 par value common stock at $0.05 per share to 24 investors for consideration of $20,900 in cash.

 

 

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

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

 

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

 

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 

The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.

 

The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.

 

 

GENERAL DESCRIPTION OF BUSINESS

 

Asset Protection of America, Inc. “(APA”) was formed in August 2010. APA is a unique, full service, one-stop, and estate planning and asset protection company. Our team of dedicated, experienced and knowledgeable personnel is trained to offer a broad range of estate planning and asset protection services. We can assist you from minimizing or eliminating probate, and/or federal estate taxes to highly sophisticated asset protection tools. Our number one priority is to protect what you have.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2014

 

Service Revenue

 

During the three months ended June 30, 2015, we generated $14,195 in service revenues (2014 - $9,835) the increase in revenues between the two periods was due to the increase in advertising and an increase in referrals from outside sources.

 

Cost of Revenue

 

Our cost of revenue was $4,126 for the three months ended June 30, 2015 (2014 - $4,003). We recognized cost of revenue in the three months ended June 30, 2015 because cost of revenue is incurred on complex trust that require outside legal assistance and county recorder expenses. Most simple trusts do not require legal assistance.

 

Operating Expenses

 

During the three months ended June 30, 2015, we incurred $21,315 in operating expenses (2014 - $8,267). During the three months ended June 30, 2015, our operating expenses mainly consisted of: $3,491 (2014 - $2,655) in advertising and marketing expenses and $16,956 (2014 - $4,465) in professional fees.

 

Net Loss

 

Our net loss for the three months ended June 30, 2015 was $11,246 compared to a net loss of $2,435 for the three months ended June 30, 2014, a variance of $8,811 due to costs associated with being public.

 

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2015 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2014

 

Service Revenue

 

During the six month period ended June 30, 2015, we generated $27,725 in revenues (2014 - $16,385) the increase in sales between the two periods was due to the increase in advertising and an increase in referrals from outside sources.

 

Cost of Revenue

 

Our cost of revenue was $5,026 for the six months ended June 30, 2015 (2014 - $4,603). We recognized cost of revenue in the six months ended June 30, 2015 because cost of revenue is incurred on complex trust that require outside legal assistance and county recorder expenses. Most simple trusts do not require legal assistance.

 

Operating Expenses

 

During the six month period ended June 30, 2015, we incurred $33,453 in operating expenses (2014 - $14,391). During the period ended June 30, 2015, our operating expenses mainly consisted of: $6,118 (2014 - $5,408) in advertising and marketing expenses and $25,582 (2014 - $4,965) in professional fees.

 

 

Net Loss

 

Our net loss for the six months ended June 30, 2015 was $10,368 compared to net lossof $2,069 for the six months ended June, 30, 2013, a variance of $8,299 due to costs associated with being public.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2015, we had $22,637 in current assets compared to $32,181 at December 31, 2014. Current liabilities at June 30, 2015 totaled $2,382 compared to $2,587 at December 31, 2014.

 

These 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. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or stockholders or through debt or equity financings.

 

Cash Flows from Operating Activities

 

For the period ended June 30, 2015, net cash flows used by operating activities was $9,544 compared to $1,892 provided by operating activities for the period ended June 30, 2014, an increase of $7,652.  During the six month period ended June 30, 2015, the Company generated losses of $10,368, which was offset for cash flow purposes by an increase depreciation expense of 1,029, a decrease in accounts payable of $407 and an increase in deferred revenue of $588. By comparison during the six month period ended June 30, 2014, the Company generated losses of $2,609, which was offset for cash flow purposes by an increase in depreciation expense of $942 and accounts receivable of $225.

 

Cash Flows from Investing Activities

 

We used $0 and $6,172 for investing activities during the six month periods ended June 30, 2015 or 2014, respectively. The $6,172 spent was for the acquisition of office equipment.

 

Cash Flows from Financing Activities

 

During the six month period ended June 30, 2015, the Company no financing activities while during the six months ended June 30, 2014, the Company received $20,900 from the sale of common stock and repaid $320 to related parties.

 

CRITICAL ACCOUNTING POLICIES

 

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the Company is not required to provide 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 president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

 

As of June 30, 2015 we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this Quarterly Report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses.

 

CHANGES IN INTERNAL CONTROLS.

 

There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company was not subject to any legal proceedings during the six month periods ended June 30, 2015 or 2014 and, to the best of its knowledge; no legal proceedings are pending or threatened.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no sales of unregistered equity securities during the six periods ended June 30, 2015 or 2014.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

There were no senior securities issued or outstanding during the six month periods ended June 30, 2015 or 2014.

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

The following documents are included or incorporated by reference as exhibits to this report.

 

Exhibit Number	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 19, 2015

 

Asset Protection of America, Inc.

Registrant

 

By: /s/ Todd Bauman

Todd Bauman

Chief Executive Officer and Chief Financial Officer