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EX-32.1 - CERTIFICATION - US VR Global.com Inc. | f10q0617ex32i_bolygroup.htm |
EX-31.1 - CERTIFICATION - US VR Global.com Inc. | f10q0617ex31i_bolygroup.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.
Commission File Number: 000-50413
Boly Group Holdings Corp.
(Exact name of registrant as specified in its Charter)
Delaware | 98-0407797 | |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
923 E. Valley Blvd, Suite 103B, San Gabriel, CA | 91776 | |
(Address of principal executive offices) | (Zip Code) |
(626) 307-2273
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer | ☐ | Accelerated filer | |
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common equity: 325,744 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding as of August 10, 2017.
Boly Group Holdings Corp.
Quarterly Report on Form 10-Q
June 30, 2017
TABLE OF CONTENTS
PAGE | ||
PART 1 - FINANCIAL INFORMATION | 1 | |
Item 1. | Financial Statements | 1 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
Item 4. | Controls and Procedures | 8 |
PART II - OTHER INFORMATION | 9 | |
Item 1. | Legal Proceedings | 9 |
Item 1A. | Risk Factors | 9 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
Item 3. | Defaults Upon Senior Securities | 9 |
Item 4. | Mine Safety Disclosures | 9 |
Item 5. | Other Information | 9 |
Item 6. | Exhibits | 9 |
SIGNATURES | 10 |
PART I - FINANCIAL INFORMATION
Item 1 – Financial Statements
The following unaudited interim financial statements of Boly Group Holdings Corp. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:
Boly Group Holdings Corp
June 30, 2017 and 2016
(unaudited)
Index to the Financial Statements
Contents | Page(s) | |
Condensed Balance Sheets at June 30, 2017 (unaudited) and December 31, 2016 | F-2 | |
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 (unaudited) | F-3 | |
Condensed Statement of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2017 (unaudited) | F-4 | |
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (unaudited) | F-5 | |
Notes to the Condensed Financial Statements (unaudited) | F-6 |
1 |
Boly Group Holdings Corp
Condensed Balance Sheets
June 30, 2017 | December 31, 2016 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | 1,458 | $ | 716 | ||||
Prepaid expenses | - | 2,548 | ||||||
Total Assets | $ | 1,458 | $ | 3,264 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable and accrued expenses | $ | 4,805 | $ | 3,385 | ||||
Advances from shareholders | 59,254 | 59,254 | ||||||
Advances from related party | 30,044 | 6,159 | ||||||
Total Current Liabilities | 94,103 | 68,798 | ||||||
STOCKHOLDERS' DEFICIT: | ||||||||
Preferred stock at $0.001 par value: 30,000,000 shares authorized; none issued or outstanding | - | - | ||||||
Common stock par value $0.001: 200,000,000 shares authorized; 325,744 shares issued and outstanding | 326 | 326 | ||||||
Additional paid-in capital | 1,664,282 | 1,664,282 | ||||||
Accumulated deficit | (1,757,253 | ) | (1,730,142 | ) | ||||
Total Stockholders' Deficit | (92,645 | ) | (65,534 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | 1,458 | $ | 3,264 |
See accompanying notes to the condensed financial statements
F-2 |
Boly Group Holdings Corp
Condensed Statements of Operations
For the Three Months | For the Three Months | For the Six Months | For the Six Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
June 30, 2017 | June 30, 2016 | June 30, 2017 | June 30, 2016 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Net revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses | ||||||||||||||||
Professional fees | 14,558 | 8,946 | 25,743 | 18,417 | ||||||||||||
General and administrative expenses | 48 | 194 | 496 | 304 | ||||||||||||
Total operating expenses | 14,606 | 9,140 | 26,239 | 18,721 | ||||||||||||
LOSS FROM OPERATIONS | (14,606 | ) | (9,140 | ) | (26,239 | ) | (18,721 | ) | ||||||||
Income tax provision | 872 | 822 | 872 | 822 | ||||||||||||
Net loss | $ | (15,478 | ) | $ | (9,962 | ) | $ | (27,111 | ) | $ | (19,543 | ) | ||||
Net loss per common share - Basic and diluted: | $ | (0.05 | ) | $ | (0.03 | ) | $ | (0.08 | ) | $ | (0.06 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 325,744 | 325,744 | 325,744 | 325,744 |
See accompanying notes to the condensed financial statements
F-3 |
Boly Group Holdings Corp
Condensed Statement of Changes in Stockholders' Deficit
For the six months ended June 30, 2017
(unaudited)
Common
Stock, Par Value $0.001 | Additional | Total | ||||||||||||||||||
Number
of Shares | Amount | Paid-in
Capital | Accumulated Deficit | Stockholders'
Deficit | ||||||||||||||||
Balance, December 31, 2016 | 325,744 | $ | 326 | $ | 1,664,282 | $ | (1,730,142 | ) | $ | (65,534 | ) | |||||||||
Net loss | (27,111 | ) | (27,111 | ) | ||||||||||||||||
Balance, June 30, 2017 | 325,744 | $ | 326 | $ | 1,664,282 | $ | (1,757,253 | ) | $ | (92,645 | ) |
See accompanying notes to the condensed financial statements
F-4 |
Boly Group Holdings Corp
Condensed Statements of Cash Flows
For the six months | For the Six Months | |||||||
Ended | Ended | |||||||
June 30, 2017 | June 30, 2016 | |||||||
(unaudited) | (Unaudited) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (27,111 | ) | $ | (19,543 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 2,548 | - | ||||||
Accounts payable and accrued expenses | 1,420 | 2,439 | ||||||
NET CASH USED IN OPERATING ACTIVITIES | (23,143 | ) | (17,104 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Advances from shareholders | - | 15,662 | ||||||
Advances from related party | 23,885 | - | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 23,885 | 15,662 | ||||||
NET CHANGE IN CASH | 742 | (1,442 | ) | |||||
Cash at beginning of period | 716 | 10,217 | ||||||
Cash at end of period | $ | 1,458 | $ | 8,775 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
Interest paid | $ | - | $ | - | ||||
Income tax paid | $ | - | $ | - |
See accompanying notes to the condensed financial statements
F-5 |
Boly Group Holdings Corp
June 30, 2017 and 2016
Notes to the Condensed Financial Statements
(unaudited)
Note 1 - Organization and Operations
Boly Group Holdings Corp (formerly Safco Investment Corp or the “Company”) was incorporated on September 19, 2003 under the laws of the State of Delaware. The Company engages in consulting to corporations to improve growth strategies, performance enhancement and maximization of shareholder value.
Change in Control
Pursuant to the terms of the Stock Purchase Agreements (“Stock Purchase Agreements”) dated July 30, 2014 between the Company, the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”), the Purchasers purchased from the Sellers, 29,316,924 shares of common stock of the Company, representing approximately 90% of the issued and outstanding shares of the Company, for an aggregate purchase price of $500,000 (the “Purchase Price”). As of the date hereof, $300,000 has been paid and the balance to pay before December 31, 2016 or sooner at a mutually agreed date.
Effective July 30, 2014, Mr. Jen resigned as President, Chief Executive Officer and Chief Financial Officer of the Company. He will remain as a member of the Board of Directors of the Company. In addition, Mr. Tickel resigned from the Board of Directors of the Company. On the same day, the Company appointed Henry Lee to serve as the President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors.
On August 18, 2014, the Company filed Articles of Amendment to the Articles of Incorporation, and changed its name from ACE Consulting Management, Inc. to Safco Investment Holding Corp.
Effective November 30, 2016, Mr. Lee resigned as President, Chief Executive Officer and Chief Financial Officer of the Company. On the same day, the Company appointed Mr. Jen (former officer of the corporation) to serve as the President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors.
On December 16, 2016, the Company filed Articles of Amendment to the Articles of Incorporation, and changed its name from Safco Investment Holding Corp. to Boly Group Holdings Corp.
Meanwhile, we have not generated meaningful revenues and our limited assets consist solely of cash.
Basis of Presentation of Unaudited Financial Information
The unaudited condensed financial statements of the Company for the six months ended June 30, 2017 and 2016 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, applied on a consistent basis, and pursuant to the requirements for reporting on Form 10-Q and the requirements of Regulation S-K and Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”) . Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete audited financial statements. However, the information included in these financial statements reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year or any future annual or interim period. The balance sheet information as of December 31, 2016 was derived from the audited financial statements as of and for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2017. These financial statements should be read in conjunction with that report.
F-6 |
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. The Company incurred net loss of $27,111, and used cash in operating activities of $23,143 for the reporting period ended June 30, 2017. These and other factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued. In addition, the Company's independent certified public accounting firm in its report to the December 31, 2016 financial statements has raised substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
The Company is attempting to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to generate revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds.
Note 2 - Summary of Significant Accounting Policies
Net Loss per Common Share
Basic loss per share is computed by dividing the net loss applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is anti-dilutive.
There were no potentially outstanding dilutive common shares for the reporting periods ended June 30, 2017 and 2016.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
F-7 |
Note 3 – Related Party Transactions
Advances from Shareholder
The Company’s former President and CEO, Mr. Henry Lee, previously provided advances to finance the Company’s working capital requirements. The advances were unsecured, due on demand, and non-interest bearing. As of June 30, 2017 and December 31, 2016, the balance of amounts advanced by Mr. Lee to the Company, used for working capital purposes, amounted to $59,254. These advances are unsecured, non-interest bearing and due on demand.
Due to the change in ownership, new management believes that these amounts are no longer due to Mr. Lee, which Mr. Lee disputes. Accordingly, the amounts remained recorded as liabilities until such time a resolution is reached between the Company and Mr. Lee, or Mr. Lee agrees to release the Company from its obligation.
Advances from Related Party
From time to time, a related party of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand
As of June 30, 2017 and December 31, 2016, a related party of the Company advanced $30,044 and $6,159, respectively, to the Company for working capital purposes.
Free Office Space
The Company has been provided office space by an officer of the Company at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
F-8 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This quarterly report on Form 10-Q and other reports filed by Boly Group Holdings Corp. (the “Company”) from time to time with the SEC (collectively, the “Filings”) 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, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. 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 and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
2 |
Business Overview
We were incorporated in the state of Delaware in September 2003.
We provide small to medium sized business-consulting services. We currently have a limited number of clients but we intend to pursue additional business relationships with small to medium sized businesses in China, the Pacific Rim and United States.
Today’s ever-changing global business environment requires organizations to continuously adapt to market dynamics. Rapidly changing external realities such as technological changes, globalization, aggressive industry consolidation, shifting governmental regulations, increasing cost pressures, and evolving workforce demographics require strategy aligned operating models and organization strategies to ensure the right organization design and capabilities are in place and operating effectively to compete and win.
We plan to develop a niche for Cross-Cultural Corporate consulting for companies located in China and the US. We look to assist Chinese companies in utilizing U.S. knowhow and technology in order to enhance their local competitiveness in China. Likewise, we seek to enhance the global competitiveness of Chinese and American firms seeking to establish a presence overseas.
Our mission is to bridge U.S. and Chinese businesses in various fields to grow our consulting business. We currently advise Chinese corporations planning mergers, acquisitions, spin-outs, divestitures, or joint ventures to extend business to U.S. With added new Director has enhanced company’s connection and vast experience in China and South Asia region, the company is looking into opportunities to cooperate or partner with wide range of business to explore business opportunity covering area in Hitech and mining sectors.
Change in Control
Pursuant to the terms of a Stock Purchase Agreements (“Stock Purchase Agreements”) dated July 30, 2014 between the Company, the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”), the Purchasers purchased from the Sellers, 293,169 shares of common stock of the Company, representing approximately 90% of the issued and outstanding shares of the Company, for an aggregate purchase price of $500,000 (the “Purchase Price”). As of the date hereof, $300,000 has been paid and the balance to pay before December 31, 2016 or sooner at a mutually agreed date.
Effective July 30, 2014, Mr. Jen resigned as President, Chief Executive Officer and Chief Financial Officer of the Company. He will remain as a member of the Board of Directors of the Company. In addition, Mr. Tickel resigned from the Board of Directors of the Company. On the same day, the Company appointed Henry Lee to serve as the President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors.
3 |
On September 30, 2014, the Company filed Articles of Amendment to the Articles of Incorporation, and changed its name from ACE Consulting Management, Inc. to Safco Investment Holding Corp., and to increase the number of authorized shares of capital stock to 100,000,000 shares of common stock; $0.001 par value and 30,000,000 shares of preferred stock S0.001 par value.
On November 30, 2016, the Company appointed Mr. Jen (former officer of the corporation) to serve as the President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors. Company also appointed Mr. Xiaoxiong Zhang as Director of the company.
On December 16, 2016, the Company filed Articles of Amendment to the Articles of Incorporation, and changed its name from Safco Investment Holding Corp. to Boly Group Holdings Corp. With return of Mr. Alex Jen, our former CEO, our business strategy is to provide wide range of consulting services to small to medium sized businesses as before. With Mr. Xiaoxiong Zhang’s connection and vast experience in China and South Asia region. The company is looking into opportunity to cooperate or partner with wide range of business to explore business opportunity for the company covering area in Hitech and mining sectors.
On December 16, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to effectuate a one-for-one hundred (1-for-100) reverse stock split whereby every one hundred (100) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), shall be converted into one (1) share of Common Stock. The filing of the Amendment followed (i) the approval by the Company’s stockholders holding a majority of the Common Stock by unanimous written consent in lieu of a special meeting of shareholders of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its Common Stock, at a ratio of 1-for-100 and (ii) the approval by the Company’s Board of the specific 1-for-100 ratio.
On December 16, 2016, the Company, filed the Amendment to increase the total authorized stock which the Company shall have the authority to issue from one hundred million (100,000,000) to two hundred million (200,000,000) shares of common stock, par value $0.001 per share.
Business Strategy
We intend to build an international cross-cultural consulting firm for Chinese-American Businesses by nurturing relationships between United States and China.
Our current business strategy and our business strategy for the future are to provide cross-cultural business consulting services. We plan to undertake these services by initially examining a client’s corporate structure looking towards a way to streamline its operations, organization, or reporting structures. Once a structure is ascertained we will then design, develop and implement systems, procedures and controls to improve our client’s efficiencies and profitability. The company is looking into opportunities to cooperate or partner with wide range of business to explore business ventures covering area in Hitech and mining sectors through strategy of merger and acquisition if opportunities approached.
As part of our consulting services, we will help our clients identify business objectives and create and prioritize a portfolio of initiatives to increase the profitability and efficiency of their businesses. Our business strategy for accomplishing this objective includes attracting and retaining outstanding professionals on an as needed basis, developing long-term client relationships, enhancing and extending our service offerings while building our corporate image.
We may deliver our services through the services of Alex Jen, our sole officer and Directors or through the use of outside consultants with varied backgrounds in business strategy, operational, financial, and organizational management experience. Dr. Alex Jen has cross-cultural and business backgrounds spanning two continents. He has worked for conglomerates with multiple divisions, including FMC and Proctor Gamble. Dr. Jen is of Chinese descent, is fluent in Mandarin and English, he is able to provide a broad project management, engineering experience to clients.
With Director Mr. Xiaoxiong Zhang’s business connection and vast experience in China and South Asia region. The company is looking into opportunity to cooperate or partner with wide range of business to explore business opportunity for the company.
4 |
Marketing Strategy
The business development of the Company has been limited to referrals to date. We rely to a significant extent on the initial efforts of Dr. Alex Jen, President, to market our services. As we generate additional working capital we will shift our dependence to new officers and principals, employees and outside consultants retained by us to market our services. We will encourage our consultants to generate new business from both existing and new clients, and reward our consultants with increased compensation and promotions for obtaining new business. In pursuing new business, we will focus on emphasizing our reputation and experience and with respect to our search for potential business consulting opportunities includes referrals from consultants, advisors, venture capitalists, members of the financial community and others who may present management with unsolicited proposals.
Consulting Industry and Competition
The business consulting industry in the United States and China is intensely competitive, highly fragmented and subject to rapid change. In general, there are few barriers to entry into our markets, and we expect to face additional competition from new entrants into the business consulting industries. We believe that the principal competitive factors in our market to be reputation, analytical ability, industry experience, service and price. We compete primarily with other business and management consulting firms, specialized or industry specific consulting firms, the consulting practices of large accounting firms and the internal professional resources of existing and potential clients. Furthermore, many of our competitors have international reputations as well as significantly greater personnel, financial, managerial, technical and marketing resources than we do. In addition, many of our competitors also have a significantly greater geographic presence than we do. We may be unable to compete successfully with our existing competitors or with any new competitors.
Intellectual Property
We do not own or license any intellectual property rights.
Government Regulation
Although government regulation does not impact our management consulting business directly with the exception of payroll taxes on the state and federal levels, we anticipate that our clients who engage in segments of business which involve an exposure to the Internet may have an impact. We are observing that laws and regulations directly applicable to Internet communications, commerce and marketing are becoming more prevalent. If any of these laws hinders the growth in use of the Internet generally or decreases for the acceptance of the Internet as a medium for communication, commerce and marketing, our prospects business may suffer materially. The United States Congress has enacted Internet laws regarding children’s privacy, copyrights and taxation. Other laws and regulations may be adopted covering issues such as user privacy, pricing, content, taxation and quality of products and services. State and foreign governments might attempt to regulate Internet transmissions or levy sales or other taxes relating to Internet activity. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel and taxation apply to the Internet and Internet advertising and marketing services. In addition, the growth and development of the market for Internet commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business over the Internet.
5 |
Plan of Operation
We have commenced limited operations and will require additional capital to recruit personnel to operate business and to implement our business plan. If we can not implement our business plan, we will seek to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
In the next 12 months if we are unable to satisfy our cash requirements, our major shareholders have indicated that they are willing to loan additional funds to the Company to cover any shortfalls, although there is no written agreement or guarantee.
We plan to raise funds through equity financing in the next 12 months. If we successfully raise the funds, it will be used for our operations and to invest in potential joint venture or acquisition.
Results of Operation
For the three months ended June 30, 2017 and 2016
For the three months ended June 30, 2017, 2017, we generated no revenue as compared to no revenue for the same period ended June 30, 2016.
Expenses for the three months ended June 30, 2017 totaled $14,606 resulting in a net loss of $15,478. Expenses for the three months ended June 30, 2017 consisted of $48 in general and administrative expenses and $14,558 in professional fees. In comparison, expenses for the same period ended June 30, 2016 totaled $9,140 resulting in a net loss of $9,962. Expenses for the period ended June 30, 2016 consisted of $194 in general and administrative expenses and $8,946 in professional fees. The increase in the expenses for the three months ended June 30, 2017 was a result of an increase in professional fees.
For the six months ended June 30, 2017 and 2016
For the six months ended June 30, 2017, we generated no revenue as compared to no revenue for the same period ended June 30, 2016.
Expenses for the six months ended June 30, 2017 totaled $26,239 resulting in a net loss of $27,111. Expenses for the six months ended June 30, 2017 consisted of $496 in general and administrative expenses and $25,743 in professional fees. In comparison, expenses for the same period ended June 30, 2016 totaled $18,721 resulting in a net loss of $19,543. Expenses for the six months ended June 30, 2016 consisted of $304 in general and administrative expenses and $18,417 in professional fees. The increase in expenses for the six months ended June 30, 2017 was a result of an increase in professional expenses.
6 |
Liquidity and Capital Resources
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the three months ended June 30, 2017:
For the six months ended June 30, 2017 | ||||
Net Cash (Used in) Operating Activities | $ | (23,143 | ) | |
Net Cash (Used in) Investing Activities | $ | - | ||
Net Cash Provided by Financing Activities | $ | 23,885 |
For the six months ended June 30, 2017, the net cash used in operating activities was $23,143. For the six months ended June 30, 2017, the net cash used in investing activities was $0. The net cash provided by financing activities was $23,885 for the six months ended June 30, 2017. As of June 30, 2017, we had $1,458 cash on hand. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
As reflected in the accompanying condensed financial statements, we have minimal operations, working capital deficit of 92,644 and a stockholders’ deficit of $92,645. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. The ability of the Company to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. In addition, the Company’s independent certified public accounting firm in its report on the December 31, 2016 financial statements raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. If we are unable to satisfy our cash requirements, our major shareholders have indicated their willingness to provide additional funds to the Company to cover any shortfalls, however, no written agreement or guarantee exists to this effect.
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Critical Accounting Policies and Estimates
See “Note 2- Summary of Significant Accounting Policies” of the Notes to our condensed financial statements of this Quarterly Report on Form 10-Q.
Off Balance Sheet Arrangement
We do not have any off-balance sheet arrangement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We do not hold any derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
(a) | 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 not effective as of June 30, 2017, 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 for the reason described below.
Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.
(b) | Changes in Internal Controls |
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of the Company’s equity securities during the three months ended June 30, 2017.
Item 3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during the quarter ended June 30, 2017.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
There is no other information required to be disclosed under this item which was not previously disclosed.
Item 6. Exhibits.
Exhibit Number |
Description | |
31.1 | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Boly Group Holding Corp. | ||
Date: August 10, 2017 | By: | /s/ Alex Jen |
Alex Jen | ||
President,
Chief Executive Officer and Chief Financial Officer | ||
(Principal Executive Officer
and Principal Financial Officer) |
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