LevelBlox, Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT SECTION 906 - LevelBlox, Inc.	ex_32-1.htm
EX-31 - RULE 13A-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - LevelBlox, Inc.	ex_31-1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2017


[_]	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 333-173028

AlphaPoint Technology, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	26-3748249 (IRS Employer Identification No.)

6371 Business Blvd. Suite 200

Sarasota, FL 34240

(Address of principal executive offices) (Zip Code)

(941) 907-8822

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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-T 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 smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_]

Accelerated filer [_]

Non-accelerated filer [_]

(Do not check if 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 May 10, 2017, the Company had 77,413,259 shares of Common Stock outstanding.

ALPHAPOINT TECHNOLOGY, INC. and Subsidiaries

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2017

TABLE OF CONTENTS


	Page

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements	2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3. Quantitative and Qualitative Disclosure about Market Risk	13

Item 4. Controls and Procedures	13


PART II – OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3. Defaults Upon Senior Securities	14

Item 4. Mine Safety Disclosures	14

Item 5. Other Information	14

Item 6. Exhibits	14

Signatures	14

- 1 -

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AlphaPoint Technology, Inc. and Subsidiaries

Consolidated Balance Sheets


	March 31, 2017 (Unaudited)			December 31, 2016 (Audited)

ASSETS
Current assets:
Cash and cash equivalents	$	286		$	1,413
Prepaid and other current assets		6,591			5,489
Total current assets		6,877			6,902

Total assets	$	6,877		$	6,902

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	52,643		$	90,912
Accrued expenses		340,858			213,258
Related party payables		69,935			53,762
Total current liabilities		463,436			357,932

Total liabilities		463,436			357,932

Commitments and contingencies (Note 4)

Stockholders’ deficit:
Common stock, 500,000,000 shares authorized, $0.01 par value, 77,413,259 issued and outstanding at March 31, 2017 and December 31, 2016		774,133			774,133
Additional paid-in capital		2,686,683			2,686,683
Accumulated deficit		(3,917,375	)		(3,811,846	)
Total stockholders’ deficit		(456,559	)		(351,030	)
Total liabilities and stockholders’ deficit	$	6,877		$	6,902

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

- 2 -

AlphaPoint Technology, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Loss

(Unaudited)


	For the Three Months Ended
	March 31,
	2017			2016

Revenue	$	—		$	1,458

Operating expenses:
Compensation		63,401			120,407
Professional fees		21,697			90,797
General and administrative		20,431			42,814
Total operating expenses		105,529			254,018

Loss from continuing operations		(105,529	)		(252,560	)

Loss on discontinued operations		—			(455,420	)

Net loss	$	(105,529	)	$	(707,980	)

Earnings (loss) per share - basic and diluted
Net loss per share - continuing operations	$	(0.00	)	$	(0.00	)
Net loss per share - discontinued operations		(0.00	)		(0.00	)
Earnings (loss) per share - basic and diluted	$	0.00		$	0.00

Weighted average shares outstanding basic and dilutive		77,413,259			135,576,524

Comprehensive loss
Net loss	$	(105,529	)	$	(707,980	)
Foreign currency translation adjustments		—			(141,375	)
Comprehensive loss	$	(105,529	)	$	(849,355	)

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

- 3 -

AlphaPoint Technology, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	For the Three Months Ended
	March 31,
	2017			2016

Cash flows from operating activities:
Net loss	$	(105,529	)	$	(707,980	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		—			165,940
Foreign currency exchange gain		—			(120,152	)
Changes in assets and liabilities:
Bank overdraft		—			176,859
Accounts receivable		—			232,447
Accounts payable and accrued expenses		89,331			52,587
Deferred revenue		—			(16,930	)
Prepaids and other current assets		(1,102	)		(41,329	)
Other non-current liabilities		—			22,009
Net cash used in operating activities		(17,300	)		(236,549	)

Cash flows from financing activities:
Advances from related parties		16,173			145,752
Repayments of notes payable		—			(10,360	)
Net cash provided by financing activities		16,173			135,392

Effect of fluctuations in foreign currency exchange rates		—			87,518

Net change in cash		(1,127	)		(13,639	)

Cash and cash equivalents at beginning of period		1,413			45,317

Cash and cash equivalents at end of period	$	286		$	31,678

Supplemental disclosures of cash flow information:

Cash paid for interest	$	—		$	1,538
Cash paid for taxes		—			—

The accompanying notes are an integral part of these consolidated financial statements

- 4 -

AlphaPoint Technology, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

March 31, 2017

(Unaudited)

1. Nature of Operations and Significant Accounting Policies

Nature of Operations

AlphaPoint’s principal objective is to partner with innovative technology focused companies that are interested in pursuing growth through the public markets. We are aggressively assembling a portfolio of high-quality businesses and establishing a sustainable business model, to achieve superior and sustainable financial results.

We intend to accomplish these objectives through targeted strategic acquisitions and partnerships. We seek companies that either strategically fit within our existing business portfolio, or expand our business into new and attractive target markets. Given the rapid pace of technological development and the specialized expertise typical of our served markets, acquisitions also provide us important access to new technologies and domain expertise.

AlphaPoint’s business units will typically operate as stand-alone operations, but are supported by a seasoned executive team and a shared technology and administrative infrastructure. While the circumstances of every transaction are unique, we prefer to partner with top caliber executives, and skilled management teams of middle-market businesses and support them with the necessary tools to build each company into a leader in its segment. We believe this philosophy enables us to combine talents and technologies, share services and benefit from a range of centrally managed initiatives while maintaining the uniqueness and brand equity and culture of each unit and a decentralized decision-making structure.

AlphaPoint leverages the vast experience that its executive team has amassed in creating the suitable financial architecture. Including its expertise in the public sector, follow-on offerings, private placements, other financial know-how as well as, the organizational frameworks (executive strategy and leadership, key C-level and technical staffing, supply chain development, etc.), that are critical, yet often beyond the means and experience of private companies.

All references to the previously acquired business Operations, Technology, Development, Sales / Marketing, Alliances and Customers, have been removed for this quarterly report.

Basis of Presentation

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of (a) the consolidated financial position at March 31, 2017 and December 31, 2016 and (b) the consolidated statements of comprehensive loss, and cash flows for the three months ended March 31, 2017 and 2016 have been made.

The unaudited consolidated financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted. The accompanying statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the year ended December 31, 2016.

Foreign Currency Translation

The assets and liabilities of the Company’s former foreign subsidiary for which the local currency is the functional currency are translated into U.S. dollars using the exchange rate in effect at each balance sheet date and income and expense accounts are translated using weighted average exchange rates for each period during the year. Translation gains and losses are reported as components of accumulated other comprehensive income (“AOCI”), included within stockholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s consolidated statements of operations as part of the loss from discontinued operations.

- 5 -

Application of Critical Accounting Policies and Use of Estimates

Our discussion and analysis of our financial condition and results of operations that follows is based upon our consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The application of GAAP requires the management to make assumptions, judgments and estimates that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures regarding these items. We base the assumptions, judgments and estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results could differ significantly from these estimates under different assumptions or conditions. To the extent that there are material differences between these estimates and actual results, our future financial condition or results of operations will be affected. On a regular basis, we evaluate our assumptions, judgments and estimates.

We believe that the assumptions, judgments and estimates involved in the accounting for stock-based compensation and income taxes have the greatest potential impact on our consolidated financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates. Historically, our assumptions, judgments and estimates in accordance with our critical accounting policies have not materially differed from actual results.

Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 820, which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement applies whenever other statements require or permit assets or liabilities to be measured at fair value.

At each balance sheet date, the Company performs an analysis of all instruments subject to fair value measurement. The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. As of March 31, 2017, and December 31, 2016 the fair values of the Company’s financial instruments approximate their historical carrying amount.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less when purchased which are readily convertible to cash.

Business Combinations

The Company follows the acquisition method to account for business combinations. This method requires that when the Company (acquirer) takes control of another entity, the fair value of the underlying exchange transaction is used to establish a new accounting basis of the acquired entity. Furthermore, because obtaining control leaves the Company responsible and accountable for all the acquiree’s assets, liabilities and operations, the Company recognizes and measures the assets acquired and liabilities assumed at their full fair values as of the date control is obtained.

Revenue recognition

Revenue is generally recognized when:


●	Evidence of an arrangement exists;

●	Delivery has occurred;

●	Fees are fixed or determinable; and

●	Collection is considered probable.

Most of the Company’s revenues are generated from software-as-a-service (“SaaS”) subscription offerings and related product support and maintenance; and consulting services billed on a time and materials basis. SaaS revenues stem mainly from annual subscriptions and are recorded evenly over the term of the subscription. Any customer payments received in advance are deferred until they are earned. Consulting and training revenues are recognized as work is performed.

- 6 -

For revenue stemming from project work, the Company recognizes revenue to the extent of costs incurred. All profit is recognized at the end of each project.

Income taxes

The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

Deferred tax assets have been fully offset by a valuation allowance, because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has a history of net operating losses.

Earnings (loss) per share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income by the weighted average number of shares plus any potentially dilutive shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.

Risks and concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk include cash in banks in excess of federally insured amounts. The Company manages this risk by maintaining all deposits in high quality financial institutions.

Discontinued Operations

In May of 2016, the Company executed an agreement (“the Unwind”) that effectively “unwound” its previous acquisition of Strategy to Revenue, Ltd. (“STR”). Accordingly, the operating results of STR for the quarter ended March 31, 2016 are reflected as a loss from discontinued operations in the accompanying consolidated statements of comprehensive loss.

2. Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a history of losses resulting in an accumulated deficit. The Company has been dependent on financing from its majority shareholder and related parties to meet its operating obligations. In view of these matters, there is doubt regarding the Company’s ability to continue as a going concern, which is dependent upon the Company’s ability to identify revenue sources and to achieve a level of profitability. The Company intends on financing its future development activities, marketing plan and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Recent Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Updates (“ASU”) and interpretations thereof that have effectiveness dates during the periods reported and in future periods.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, which provides guidance on specific cash flow issues with the objective of reducing diversity in practice in how certain cash receipts and cash payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. The Company elected to early adopt this ASU in the quarter ended September 30, 2016. There have been no changes in our reported consolidated statements of cash flows as a result of the adoption of ASU 2016-15.

- 7 -

In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The updated guidance simplifies several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendment to the standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company is currently assessing the impact of the new standard in order to determine the impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”. This standard requires the lessee to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability. Public business entities will be required to adopt this standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted upon issuance of this standard. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. The Company is currently assessing the impact of the new standard in order to determine the impact on the consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard is effective for the Company beginning on June 1, 2018. While the Company is currently assessing the impact of the new standard, it does not expect this new guidance to have a material impact on its consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which simplifies the presentation of deferred income taxes. Under the new accounting standard, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for the Company beginning on January 1, 2017, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company is currently assessing the timing of adoption of the new guidance, but does not expect it will have a material impact on the Company’s consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-15 “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, which requires debt issuance costs to be presented in the balance sheet as a deduction from the carrying value of the associated debt liability. The FASB further clarified that for line-of-credit arrangements an entity can continue to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The new guidance should be applied on a retrospective basis. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Additionally, the guidance requires disaggregated disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized. The amendments are required to be adopted by the Company on January 1, 2017. The FASB has implemented a one-year delay in the effective date of Topic 606. Transition to the new guidance may be done using either a full or modified retrospective method. The Company is currently evaluating the full effect that the adoption of this standard will have on the Company’s consolidated financial statements.

- 8 -

4. Contingencies

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. In addition, officers and certain members of upper management have executed employment agreements with the Company, which include, among other things, bonuses contingent on the achievement of certain performance targets and provisions for severance payments in the event of termination without cause.

Litigation

From time to time the Company may become a party to litigation matters involving claims against the Company. Current regulations and reporting requirements require the Company to disclose any legal proceedings that are ongoing and could have a material impact on the consolidated financial statements.

On July 13, 2016, AlphaPoint entered into a Mediation Settlement Agreement with Ladenburg Thalmann & Co. (“Ladenburg”) regarding the lawsuit arising from the Investment Banking Agreement and associated counter-claim by the Company (11th Judicial Circuit Court, Miami-Dade County, Florida (Case No. 15004012 CA 01)) (“Lawsuit”). Under the Settlement Agreement, the parties agreed to dismiss the Lawsuit upon the settlement payment, which totaled $33,800, inclusive of mediation fees. All matters previously disclosed and subject to the Settlement Agreement are described in further detail in the Company’s 2015 and 2016 Quarterly and 2014 and 2015 Annual Reports filed with the SEC.

5. Discontinued Operations

As a result of the Unwind described in Note 1, AlphaPoint deconsolidated the assets, liabilities, income, and expenses of STR and recorded the results of operations of that entity as discontinued operations in the accompanying consolidated statements of operations.

Below is a presentation of the results from the STR business included in the net loss from discontinued operations:


	For the Three Months Ended March 31, 2016

Revenues	$	807,800
Cost of revenues		244,111
Gross profit		563,689

Operating expenses:
Compensation		649,725
Research and development		1,237
Professional fees		95,442
General and administrative		225,379
Foreign currency transaction gain		(120,152	)
Depreciation and amortization		165,940
Total operating expenses		1,017,571

Interest expense		(1,538	)
Net loss from discontinued operations	$	(455,420	)

- 9 -

The following table provides the total operating and financing cash flows of the discontinued operations included in the accompanying consolidated statement of cash flows:


	For the Three Months Ended March 31, 2016

Cash flows from discontinued operating activities:
Net loss from discontinued operations	$	(455,420	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		165,940
Foreign currency exchange gain		(120,152	)
Changes in assets and liabilities:
Employee advances		176,859
Accounts receivable		232,447
Accounts payable and accrued expenses		(175,023	)
Deferred revenue		(16,930	)
Other current assets		(40,307	)
Other non-current liabilities		22,009
Net cash used in operating activities	$	(210,577	)

Cash flows from financing activities:
Advances from related parties	$	145,752
Repayments of notes payable		(10,360	)
Net cash used in financing activities	$	135,392

6. Subsequent Events

Management has evaluated subsequent events that occurred through the date of this report that would have a material impact on the consolidated financial statements. Based on the evaluation, management did not identify any subsequent events that would require adjustment or disclosure in the accompanying consolidated financial statements.

- 10 -

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

Overview

AlphaPoint Technology, Inc. (“AlphaPoint”) was incorporated in the State of Delaware on November 13, 2008. On October 14, 2015, AlphaPoint executed a Share Exchange Agreement (“SEA”) for the acquisition of all the issued and outstanding shares of Strategy to Revenue, Ltd. (“STR Ltd.”), a United Kingdom (“UK”) company based in London (“the STR acquisition”). AlphaPoint’s legacy business has been helping companies manage their IT assets.

Subsequently, the parties to the SEA believe that the intended benefits have not been realized, and agreed to unwind the transaction and negotiated and finalized the terms of an Unwind Agreement (the “Unwind”). The agreement became effective on May 31, 2016, which essentially unwound the SEA.

AlphaPoint management is currently seeking alternative opportunities in line with their original strategy of acquiring a business in the technology sector that is capable of growth and development.

RESULTS OF OPERATIONS

Three months ended March 31, 2017 and 2016

Our consolidated revenues were $0 and $1,458 for the three months ended March 31, 2017 and 2016, respectively. Revenues from the legacy business have not been significant.

Operating expenses were $105,529 and $254,018 for the three months ended March 31, 2017 and 2016, respectively. The decrease in year over year expenses resulted mainly from the Company’s efforts at streamlining operations.

Net losses incurred in the periods presented have been primarily due to operating costs. The Company incurred net losses of $105,529 and $707,980 for the three months ended March 31, 2017 and 2016, respectively. The net loss from the prior year includes a loss on discontinued operations of $455,420.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the consolidated financial statements, at March 31, 2017, we had a deficit in working capital, an accumulated deficit and a net loss and comprehensive loss.

At March 31, 2017, the Company had current assets of approximately $7,000 including $0 in accounts receivable and current liabilities of approximately $463,000, resulting in a working capital deficit of approximately $456,000.

Until October 15, 2015 we depended on advances from shareholders, to meet any shortfall in meeting our obligations. However, we will require working capital to meet our current shortfall in working capital. If the Company is unable to raise the funds partially through stock offerings, the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to raise such funds.

Consequently, there is doubt about the Company's ability to continue to operate as a going concern. As reflected in the consolidated financial statements we have an accumulated deficit from inception of $3,917,375 as of March 31, 2017 and have a loss from continuing operations of $105,529 and $252,560 for the three months ended March 31, 2017 and March 31, 2016, respectively. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and execution of its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

- 11 -

If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture.

Management believes that actions presently being taken to obtain additional funding and execution of its strategic plans provide the opportunity for the Company to continue as a going concern.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors consists of eight (8) individuals who advise our chief executive officer and chief financial officer. Our chief executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officers.

The Company has adopted a Code of Ethics and Business Conduct. The Company is in the process of introducing them. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our Board of Directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 3 to the consolidated financial statements for a discussion of recent accounting guidance.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to our stockholders.

MANAGEMENT CONSIDERATION OF ALTERNATIVE BUSINESS STRATEGIES

In order to continue to protect and increase shareholder value, management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions, roll-ups, strategic alliances, joint ventures on large projects, and/or mergers.

Management will only consider these options where it believes the result would be to increase shareholder value while continuing the viability of the company.

- 12 -

INFLATION

The effect of inflation on our revenues and operating results has not been significant.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

When we prepare our consolidated financial statements and accompanying notes in conformity with U.S. GAAP, we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the three months ended March 31, 2017, we reassessed our critical accounting policies and estimates as disclosed in our 2016 Form 10-K; however, we have made no material changes or additions with regard to those policies and estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2017. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, 2017, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended, due to a material weakness related to the lack of an audit committee.

Management intends to give consideration to adopting a more rigorous corporate governance, including the formation of an audit committee during 2017.

This annual 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 annual report.

- 13 -

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(b) Exhibits:


31.1	Rule 13a-14(a) Certification of Principal Executive Officer

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*	Interactive Data Files of Financial Statements and Notes.

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

SIGNATURE

In accordance with the requirements of the Exchange Act, the Issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ALPHAPOINT TECHNOLOGY, INC.


	By	/s/ Gary Macleod
		Gary Macleod
		Principal Executive Officer

		DATED: May 10, 2017

- 14 -

LevelBlox, Inc. - FORM 10-Q - May 11, 2017

Attached files

LevelBlox, Inc. Reports