PART I – FINANCIAL INFORMATION

Item 1. Financial statements

The accompanying interim financial statements of Unicobe Corp. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

UNICOBE CORP.

BALANCE SHEETS

AS OF MARCH 31, 2017 AND JUNE 30, 2016

See accompanying notes to financial statements.

UNICOBE CORP.

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2017 AND 2016

(UNAUDITED)

See accompanying notes to financial statements.

 UNICOBE CORP.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED MARCH 31, 2017 AND 2016

(UNAUDITED)

See accompanying notes to financial statements.

UNICOBE CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

UNICOBE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on May 19, 2014. We are in a business of producing and selling laser engravings on glass billets.  Our office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues as of March 31, 2017.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is June 30.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

The  Company  considers  all  highly  liquid  investments  with  the  original  maturities  of  three  months  or  less  to be cash equivalents. The Company had $635 of cash as of March 31, 2017 and $1,963 as of June 30, 2016.

Fair Value of Financial Instruments

ASC topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

The carrying value of cash and the Company’s loan from director approximates its fair value due to their short-term maturity.

Prepaid Expenses

Prepaid Expenses are recorded at fair market value. The Company had $0 in prepaid expenses as of March 31, 2017 and $402 as of June 30, 2016.

UNICOBE CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first in, first out (FIFO) method. The Company had a total of $135 in finished goods inventory as of March 31, 2017 and a total of $1,507 in inventory, $177 in inventory work-in process and $1,330 in raw materials as of June 30, 2016.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of a laser-engraving machine is 7 years and current version of web site is 1 year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.  Our customers have a right of return of the products for one month from the invoice date.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (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. For the nine months ended March 31, 2017 there were no potentially dilutive debt or equity instruments issued or outstanding.

Comprehensive Income

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the nine months ended March 31, 2017 and 2016 there were no differences between our comprehensive loss and net loss.

NOTE 4 – LOAN FROM DIRECTOR

As of March 31, 2017 our sole director loaned to the Company $23,967. This loan is unsecured, non-interest bearing and due on demand.

The balance due to the director was $23,967 as of March 31, 2017 and $10,177 as of June 30, 2016, respectively.

UNICOBE CORP.

 NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017 

NOTE 5 – FIXED ASSETS

NOTE 6 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

In May, 2015 the Company issued a total of 2,000,000 common shares for cash contribution of $2,000 at $0.001 per share to its founder and sole executive officer Anatoliy Kanev.

The Company has  returned the part of the shares sold to shareholders during March-June 2016.

During March, 2016 the Company issued a total of 60,000 common shares for cash contribution of $2,400 at $0.04 per share.

During April, 2016 the Company issued a total of 225,000 common shares for cash contribution of $9,000 at $0.04 per share.

During May, 2016 the Company issued a total of 120,000 common shares for cash contribution of $4,800 at $0.04 per share.

UNICOBE CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017

NOTE 6 – COMMON STOCK (CONTINUED)

During June 2016 , the Company issued a total of 35,000 common shares for cash contribution of $1,400 at $0.04 per share.

In January 2017, the Company rescinded the offering of 320,000 shares sold to certain shareholders during March to June 2016.   The shares were returned by twenty investors, and the Company refunded monies invested. The Company rescinded the offering to these shareholders due to the discovery of forged identification provided by the investors.

There were 2,120,000 shares of common stock issued and outstanding as of March 31, 2017.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a one-year rental agreement for a $150 monthly fee, starting on May 1, 2016 ending on May 1, 2017.

NOTE 8 – INCOME TAXES

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax position at March 31, 2017 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at March 31, 2017. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

The valuation allowance at March 31, 2017 was approximately $8,502. The net change in valuation allowance during the nine months ended March 31, 2017 was $2,176. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2017.  All tax years since inception remain open for examination by taxing authorities.

The Company has a net operating loss carryforward for tax purposes totaling approximately $25,008 at March 31, 2017, expiring through 2036. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

UNICOBE CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2017

NOTE 8 – INCOME TAXES (CONTINUED)

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit for the nine months ended March 31, 2017 as follows:

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2017 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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

This quarterly report and other reports filed by Unicobe Corp.   (“we,” “us,” “our,” or the “Company”), from time to time contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

Overview

Unicobe Corp. was incorporated in the State of Nevada on May 19, 2014. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. Our business office is located at Serdike 17A, ap. 37 Sofia, Bulgaria, 1000.  Our telephone number is +17028506585.

Our business is the application of various types and shapes of laser engravings onto glass billets and distribution thereof primarily in Bulgaria and neighboring countries. We have generated limited revenues from operations to date.

Our products can be divided into three categories: 1) mass market tourist souvenirs; 2) corporate gifts, souvenirs and insignia; 3) individually designed laser engraved glass products for personal use as an element of interior design or memento. Success of our business plan will depend on the flow of tourists, business climate and economic progress of Bulgaria and the region. A downturn of tourism particularly and of the corporate sector in general can adversely affect our intended business.

We will distribute our laser engraved glass products in Bulgaria and neighboring countries. We plan to use various distribution channels for various types of customers. We plan to distribute mass-market souvenirs via supermarkets of large retail chains, tourist shops and kiosks; corporate clients and individual clients will be covered by our web page and targeted marketing exercises.

Product Overview

Unicobe Corp.’s business is in applying standard and custom laser engravings on glass billets of various shapes to be sold to both mass-market consumers and individual clients. Individual customers may use either Unicobe-proposed designs or their own.

We plan that our production capacities will allow us to manufacture souvenirs, tourist-oriented products, up-market gifts and interior design items from glass based on advanced and unique designs and templates.

Unicobe Corp. has purchased a 3D Crystal Laser engraving machine from a Chinese vendor. This machine has more modern advanced functions and will serve for expediting the range of offered engraving products and increasing the quality level of engraving items.

Unicobe Corp. has the ability to manufacture such original items as, for example:

· Advertising or corporate glass souvenirs with brand identity of the customer;

· High-end souvenir-like glass gifts and awards;

· Custom designed nameplates.

However, first, we intend to launch a mass manufacture of inexpensive laser-engraved tourist souvenirs of various shapes.

JG-7040SG Laser Engraving Machine

Machine Features:

1. Honeycomb and aluminous strip panel double-face working table is suitable for processing different kinds of non-metal materials.

2. Automatic up and down working table, easy and flexible operation.

3. Equipped with Ultrasonic Auto-focus System to meet different processing demand.

4. Closed-design for top and bottom exhaust systems ensures the safety of the processing, worriless whole process.

5. Equipped Rotary engraving attachment for engraving cylindrical objects.

Applications:

Applicable Material: Acrylic, Wood, Glass, Bamboo, Marble, Paper, Leather, ABS Plastic, Plywood, MDF, PMMA, Plexiglas, Cardboard, etc.

Applicable Industries: Advertising, Signs, Promotional Items, Crafts & Gifts, Plaques, Trophies, Awards, Bangles, Badges, Tags, Key Chains, Souvenirs, Precise Ornaments, Architecture Modeling, etc.

Technical Parameters:

Laser type                                     Hermetic and detached CO2 glass laser tube

Laser power                                  50W

Working area                                700mmЧ400mm

No-load max speed                       0-24000mm/min

Working table                               Honeycomb and strip panel double-face working table

                                                      Automatic up & down distance: 0-150 mm

Repeating location accuracy        ±0.1mm

Motion system                              5 inches LCD display, Offline stepping motor system

Potential Customers

Our President and Director, Anatoliy Kanev, will market our product and negotiate with potential customers and wholesale buyers. We intend to develop and maintain a database of potential corporate clients who may be interested in our products. We will follow up with these clients periodically and offer them free samples, presentations and special discounts from time to time. We plan to attend trade shows in our industry to exhibit our products with a view to find new customers.

Three main categories of our clients are:

Competition

We know that there are a number of obstacles to entering the market of laser engravings on glass objects and the competition is rather high. There are several companies (Smartarts and Laser D) that offer similar services and products and we will have to compete with them. We see the main competitive advantage of our competitors in the established customer base and marketing outlets. But review of products of our competitors shows that our products are more exclusive, our assortment of products is wider, delivery times are faster, quality is better, approaches to business are more flexible and, very importantly, our equipment is more modern and efficient than that of the competitors, which gives us good chances for occupying a considerable market niche. Attracting new customers will be also supported by a client-oriented approach of Unicobe Corp., accentuating practical mutually beneficial cooperation with all the clients.

One of our biggest competitive advantages is that our engraving machine is modern and efficient. This means that we are able to produce more products at the same period of time using fewer resources such as electricity, accompanying raw materials and consumables for the machine. The modern machine that is at our disposal also provides a wider range of creative possibilities at creating laser-engraved products, therefore allowing for another serious competitive advantage. Faster delivery time by Unicobe Corp., first of all, means the way we see our interaction with individual clients. One of the business operations of Unicobe Corp. is the selling of glass products manufactured according to the unique designs submitted by individual clients dedicated to special occasions, events, memorable moments, etc.

Some of the competitive factors that may affect our business are as follows:

1. Number of Competitors Increase: other companies may follow our business model of distributing laser engraved glass billets, which will reduce our competitive edge.

2. Price: Our competitors may be selling similar product at a lower price forcing us to lower our prices as well and possibly sell our product at a loss.

3. Substitute Products: competitors may substitute laser engraved glass billets with similar products from plastic.

Marketing

The sales strategy will be based on communicating that owning a product by Unicobe Corp., either a mass-market souvenir or a high-end customs-made model, is a source of pride and appreciation. Memorable products by Unicobe Corp. attracts attention, as a piece of interior design always staying in sight, be it an individual customer or large corporate client or a tourist. Our products may also be considered as a long-term investment since the life cycle of our products is rather lengthy and the design stays up-to-date almost infinitely. Especially, given the fact that we plan to affix every product, including those distributed via retail points, with a business card with information about Unicobe Corp., information about the product and contact details. And in order to enhance the feeling of uniqueness of our products, we may also indicate a unique reference number on the business card to accompany each Unicobe Corp. product.

We plan to distribute our products via several distribution channels simultaneously. As regards to the tourism segment, we plan to cooperate with retailers (kiosks, tourist souvenir shops etc.) and wholesalers (supermarkets, large retail chains, tourism agencies).

Individual and corporate clients will be brought in, first of all, thanks to our prospective webpage, advertising in crowded areas and online promotion of our Company. In case of large corporate clients we also plan to focus on personal contacts with PR departments of large companies, presentations of our products, distribution of promotional leaflets, free samples and other measures to facilitate brand awareness of Unicobe Corp.

Among others, we also intend to use such marketing strategies as web advertisements, direct mailing, and phone calls to acquire potential customers. We plan to develop a website to market and display our products. As of the date of this filing we have already purchased a website (www.unicobecorp.com) and plan to develop it. To accomplish this, we plan to contract an independent web designing company. Our website will describe our product in detail, show our contact information, and include some general information and pictures of our laser engraved products, available designs, etc. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words and meta-tags, and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.

We also plan to attend some trade shows and souvenir exhibitions to show our products with a view to find new customers. We will intend to continue our marketing efforts during the life of our operations. There is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Description of property

The Company has signed a Rental Agreement with Elica Valentinova for a one-year term with the opportunity of expansion. The monthly rental fee is $150.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.

Employees

We currently have no employees, other than our sole officer and director Anatoliy Kanev.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the three and nine month periods ended March 31, 2017 and March 31, 2016:

Revenue and cost of goods sold

For the three month period ended March 31, 2017 and  March 31, 2016 the Company generated total revenue of $3,300 and $2,860 respectively, from selling laser engraving products to its customers. The cost of goods sold for the three month period ended March 31, 2017 and March 31, 2016 was $152 and $521 respectively, which represent the cost of raw materials. The increase in revenue is due to an increase in sales and cooperation with new customers. The increase in gross profit for the three month period ended March 31, 2017 compared to March 31, 2016 is due an increase in revenues along with purchasing of different, cheaper raw materials.

For the nine month period ended March 31, 2017 and  March 31, 2017 the Company generated total revenue of $19,626 and $7,295 respectively, from selling laser engraving products to its customers. The cost of goods sold for the nine month period ended March 31, 2017 and March 31, 2016 was $2,240 and $1,476 respectively, which represent the cost of raw materials. The increase in revenue is due to an increase in sales and cooperation with new customers. The increase in gross profit for the nine month period ended March 31, 2017 compared to March 31, 2016 is due to an increase in revenues along with purchasing of different, cheaper raw materials.

Operating expenses

Total operating expenses for the three month period ended March 31, 2017 and March 31, 2016, were $7,194 and $3,408, respectively. The operating expenses included accounting/audit fees of $1,750 for the three month period ended March 31, 2017 and $1,750 for the three month period ended March 31, 2016; depreciation expense of $337 for the three month period ended March 31, 2017 and $261 for the three month period ended March 31, 2016; bank charges of $1,158 for the three month period ended March 31, 2017 and $177 for the three month period ended March 31, 2016; regulatory filings of $0 for the three month period ended March 31, 2017 and $620 for the three month period ended March 31, 2016; rent expense of $450 for the three month period ended March 31, 2017 and $450 for the three month period ended March 31, 2016 and a legal fees of $3,500 for the three month period ended March 31, 2017 and $150 for the three month period ended March 31, 2016.

Total operating expenses for the nine month period ended March 31, 2017 and March 31, 2016, were $23,787 and $12,819, respectively. The operating expenses included accounting/audit fees of $7,000 for the nine month period ended March 31, 2017 and $6,750 for the nine month period ended March 31, 2016; depreciation expense of $1,008 for the nine month period ended March 31, 2017 and $782 for the nine month period ended March 31, 2016; bank charges of $1,627 for the nine month period ended March 31, 2017 and $433 for the nine month period ended March 31, 2016; regulatory filings of $6,200 for the nine month period ended March 31, 2017 and $1,554 for the nine month period ended March 31, 2017; rent expense of $1,452 for the nine month period ended March 31, 2017 and $1,350 for the nine month period ended March 31, 2016 and a legal fees of $6,500 for the nine month period ended March 31, 2017 and $1,950 for the nine month period ended March 31, 2016.

Net Loss

The net loss for the three month period ended March 31, 2017 and March 31, 2016 was $4,046 and $1,069 respectively.

The net loss for the nine month period ended March 31, 2017 and March 31, 2016 was $6,401 and $7,000 respectively.

Liquidity and Capital Resources and Cash Requirements

At March 31, 2017, the Company had cash of $635 ($1,963 as of June 30, 2016). Furthermore, the Company had a working capital deficit of $25,697 ($7,505 as of June 30, 2016). The increase in working capital deficit is attributed to losses from operations realized due to increasing operating activities of the business without generating commensurate revenue.

During the nine month period ended March 31, 2017, the Company used $2,318 of cash in operating activities due to its net loss and decrease in raw material inventory of $1,372, decrease in prepaid rent of $402, increase in deferred revenue of $1,300 and depreciation of $1,008. 

During the nine month period ended March 31, 2017, the Company used no cash in investing activities.

During the nine month period ended March 31, 2017, the Company generated $990 cash in financing activities.

Anatoliy Kanev, our sole officer and director, will be devoting approximately 75% of his time to our operations. Once we expand operations, and are able to attract more and more customers to buy our product, Mr. Kanev has agreed to commit more time as required. Because Mr. Kanev will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted which could result in a lack of revenues.

There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2017. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

No unregistered sales of equity securities took place during the nine months ended March 31, 2017.

There were no senior securities issued and outstanding during the nine months ended March 31, 2017.

Not applicable to our Company.

There is no other information required to be disclosed under this item which was not previously disclosed.

The following exhibits are included as part of this report by reference:

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.