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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: October 31, 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: 000-55651

 

———————

OPPORTUNITY ACQUIS CORP. 

(Exact name of registrant as specified in its charter)

———————

 

Delaware	47-5180981
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

 

c/o 903 Clydesdale Drive, Bear, DE 19701

(Address of Principal Executive Office) (Zip Code)

 

(302) 357-9893

(Registrant’s telephone number, including area code)

———————

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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☑
	(Do not check if a 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 stock, as of the latest practicable date.

 

Class		Outstanding at December 11, 2017
Common stock $.0001 Par Value		91,200,000 Shares

 

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INDEX

 

		Page
PART I           FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets
	October 31, 2017 (Unaudited), and April 30, 2017	F-1
1
	Condensed Statements Of Income
	Three and Six Months Ended October 31, 2017 (Unaudited)	F-2
2
	Condensed Statements Of Cash Flows
	Six Months Ended October 31, 2017 (Unaudited)	F-4
	Notes To (Unaudited) Condensed Financial Statements	F-5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risks.	3
Item 4.	Controls and Procedures.	3
PART II           OTHER INFORMATION
Item 1.	Legal Proceedings.	4
Item 1A.	Risk Factors.	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	4
Item 3.	Defaults Upon Senior Securities.	4
Item 5.	Other Information.	4
Item 6.	Exhibits.	4
SIGNATURES		5

 

 

PART I:   FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

OPPORTUNITY ACQUIS CORP.

CONDENSED BALANCE SHEETS

 

		October 31, 2017				April 30, 2017
		(Unaudited)
ASSETS
ASSETS
Cash		$	11,745			$	14,148
TOTAL ASSETS		$	11,745			$	14,148
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts Payable		$	2,500			$	--
Total Liabilities			2,500				--
STOCKHOLDERS’ EQUITY
Preferred Stock 25,000,000 authorized, $.001 par value, 0 shares issued and outstanding			--				--
Common Stock 500,000,000 authorized, $.00001 par value, 91,200,000 issued and outstanding			912				912
Paid-in Capital			27,288				27,288
Accumulated Deficit			(18,955	)			(14,052	)
Total Stockholders’ Equity			9,245				14,148
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	11,745			$	14,148

 

 

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

 

 

OPPORTUNITY ACQUIS CORP.

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

 

		For the Three Months Ended
		October 31 2017				October 31, 2016
OPERATING EXPENSES
Selling, General & Administrative Expenses		$	2,403			$	1,749
TOTAL OPERATING EXPENSES			2,403				1,749
NET LOSS FROM OPERATIONS			(2,403	)			(1,749	)
PROVISION FOR INCOME TAXES			--				--
NET LOSS		$	(2,403	)		$	(1,749	)
Net loss Per share: basic and diluted		$	(0.00	)		$	(0.00	)
Weighted-average number of common shares outstanding: basis and diluted			91,200,000				91,200,000

 

 

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

 

 

OPPORTUNITY ACQUIS CORP.

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

 

		For the Six Months Ended
		October 31, 2017				October 31, 2016
OPERATING EXPENSES
Selling, General & Administrative Expenses		$	4,903			$	5,762
TOTAL OPERATING EXPENSES			4,903				5,762
NET LOSS FROM OPERATIONS			(4,903	)			(5,762	)
PROVISION FOR INCOME TAXES			--				--
NET LOSS		$	(4,903	)		$	(5,762	)
Net loss Per share: basic and diluted		$	(0.00	)		$	(0.00	)
Weighted-average number of common shares outstanding: basis and diluted			91,200,000				91,200,000

 

 

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

 

 

OPPORTUNITY ACQUIS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Six Months Ended
		October 31, 2017				October 31, 2016
OPERATING ACTIVITY
Net Loss		$	(4,903	)		$	(5,762	)
Changes in Operating Assets and Liabilities
Increase in Accounts Payable			2,500				--
Net Cash used by Operating Activities			(2,403	)			(5,762	)
INCREASE (DECREASE) IN CASH			(2,403	)			(5,762	)
CASH AT BEGINNING OF PERIOD			14,148				24,178
CASH AT END OF PERIOD		$	11,745			$	18,416
Supplemental Cash Information
Interest Paid		$	--			$	--
Taxes Paid		$	--			$	--

 

 

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

 

 

OPPORTUNITY ACQUIS CORP. 

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2017

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

Opportunity Acquis Corp. ("Opportunity" or "the Company") was incorporated on September 17, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the start-up stage since inception and its operations to date have been limited to conducting a private placement of its shares of common stock (see Notes 3 and 4). The Company will attempt to identify, locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most anticipated instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

Basis of Presentation

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements.

 

The unaudited interim condensed financial statements included herein have been prepared by Opportunity Acquis Corp. (the “Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10 for the period ended April 30, 2017, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10 have been omitted

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP 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 amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Cash

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents and had $11,745 in cash as of October 31, 2017 and $14,148 as of April 30, 2017.

 

 

Concentration of Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with an FDIC insured banking institution. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of October 31, 2017.

 

Income Taxes

 

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of October 31, 2017 there were no deferred income taxes or benefits due to the Company’s uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

Loss Per Common Share

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of October 31, 2017 and October 31, 2016, there are no outstanding dilutive securities.

 

Fair Value of Financial Instruments

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

 

The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

Recent Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 2 – GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended October 31, 2017. The Company had working capital of $9,245 and an accumulated deficit of $18,955 as of October 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs significantly beyond one year except with extremely limited operations. The Company will engage in extremely limited activities that must be satisfied in cash until a source of funding is secured. The Company may offer noncash consideration and seek equity lines as a means of financing its operations dependent upon the length of time the cash raised through the private offering conducted since inception through October 31, 2017 is adequate to meet the Company’s financial obligations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

For the six months to October 31, 2017, the Company incurred a net loss of $4,903, had $2,403 in cash used in operating activities, and working capital of $9,245. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – ACCOUNTS PAYABLE

 

The Company currently has an outstanding unpaid account to its former auditor.

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 500,000,000 shares of common stock with par value of $.00001 and 25,000,000 shares of preferred stock with a par value of $.001.

 

During fiscal year ended April 30^th, 2016, the Company issued: (a) 70,000,000 shares of common stock to two directors and officers for $7,000 ($0.0001/share) which was paid to the Company, (b) 21,000,000 shares of common stock to investors for $21,000 ($0.001/share) which was received in cash, and (c) 200,000 shares ($0.001/shares) for services valued at $200. As of October 31, 2017 and April 30, 2017, an aggregate of 91,200,000 shares of common stock and no preferred stock were issued and outstanding.

 

NOTE 5 – SUBSEQUENT EVENTS

 

We evaluated all events or transactions that occurred after October 31, 2017 up through the date we issued these financial statements. During this period we did not have any material subsequent events that impacted our financial statements

 

 

Opportunity Acquis Corp.

Page 2

Report on Form 10-Q

 

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

 

Results of Operations

 

Three and Six Months ended October 31, 2017 and 2016

 

The Company was formed on September 17, 2015 and since that time has been in the start-up stage wherein it raised a total of $28,000 in a private placement which commenced October 2015. The Company is a blank check company. The Company has incurred expenses of $2,403 and $1,749 for the three months ended October 31, 2017 and 2016, and $4,903 and $5,762 respectively for the six months ended October 31, 2017 and 2016 consisting entirely of general and administrative expenses related to its limited operations.

 

For the three and six months ended October 31, 2017 and 2016, the Company had not generated revenues. For the three months ended October 31, 2017 and 2016, the Company had sustained a net loss of $2,403 and $1,749, and for the six months then ended, $4,903 and $5,762.

 

The Company has no operations nor does it currently engage in any revenue generating activities. The Company has neither generated revenues nor received income, has had no operations other than to form a corporation and to raise a limited amount of capital pursuant to a private placement. It has incurred and paid various state fees and expenses related to such activities, engaged its accountants to audit and review its books and records in order to prepare the Company's financial statements and paid filing fees.

 

The Company is seeking an Acquisition candidate in order to pursue its business objectives. An Acquisition will normally take the form of a merger, stock-for-stock exchange or a tax free stock-for-assets exchange. As of the date of this filing, there have been some companies (target entities) that have been in contact with the Company for such purpose. No assurance is given that the Company will be successful in identifying, locating, negotiating, or consummating an Acquisition. No assurance can be given that the funds held by the Company will be sufficient to finance the operations of any as of yet unknown and unidentified Acquisition candidates.

 

The Company has authorized a total of 525,000,000 shares of capital stock which includes 500,000,000 shares authorized as common stock for issuance. The Company issued 21,000,000 shares of common stock as a result of its private placement, 200,000 shares of common stock to its registered agent, and 70,000,000 shares of common stock to two of its Officers upon its founding. There are a total 91,200,000 shares of common stock issued and outstanding.

 

The Company’s capital stock also includes 25,000,000 shares of preferred stock authorized for issuance; none of the preferred Stock have been classified, designated or issued.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company, as of October 31, 2017 had limited working capital, consisting of $11,745 of cash on hand and $2,500 of accounts payable. Dependent upon the Acquisition candidate that completes a transaction with the Company and its financial resources, additional financing may be necessary to be raised for the Company to carry-out its then new business objectives, and may further dilute the holdings of all of the current shareholders. In addition, the funds on hand may prove to be insufficient to permit the Company to locate assets and/or a business to acquire. There is no assurance the Company will be able to succeed in its intended business activities due to its limited capital availability.

 

 

Opportunity Acquis Corp.

Page 3

Report on Form 10-Q

 

Cash used in operating activities for the six month period ended October 31, 2017 and 2016 consisted of $2,403 and $5,762, respectively.

 

No cash was provided from investing or financing activities during the three months ended October 31, 2017 or 2016. Total financing of $28,000 was received in the fiscal year ended April 30, 2016.

 

The Company has had no investment activity since inception.

 

Considerations regarding Forward-Looking Disclosures.

 

This report contains certain forward-looking statements regarding the Company, its business prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: the Company’s ability to successfully and timely develop and finance new projects, the impact of competition on the Company’s revenues, and the economy as it relates to companies seeking to consummate Acquisitions.

 

When used, words such as “believes,” “anticipates,” “expects,” “continue,” “may,” “plan,” “predict,” “should,” “will,” “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report, news releases, and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company’s business.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risks.

 

Not required by smaller reporting companies.

 

Item 4.

Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures -

 

The Company’s principal executive and principal financial officer believes, based on his evaluation, that as of the end of the period covered by this report the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) were effective such that the material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act within the specified time periods under the Exchange Act and such information is: (i) recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding disclosure.

 

(b) Changes in Internal Controls -

 

There were no changes made and no corrective actions taken during the quarter ended for this report with respect to the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect the Company's internal control over its financial reporting.

 

 

Opportunity Acquis Corp.

Page 4

Report on Form 10-Q

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

There are no material legal proceedings known or threatened against the Company.

 

Item 1A.

Risk Factors.

 

Disclosure of risk factors is not required for smaller reporting companies. However, because the Company is a shell corporation and the attendant risks are material, management elected to provide a list of the material risk factors in its Form 10 filing. There are no material changes to the previously disclosed risk factors.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

There were no unregistered sales of equity securities of the Company during the six months ended October 31, 2017.

 

There was no offering of securities and were no proceeds as a result of the Company’s registration statement on Form 10 effective August 15, 2016, therefore there is no use of proceeds to report.    

 

Item 3.

Defaults Upon Senior Securities.

 

There were no material defaults of any terms of the securities or indebtedness of the Company or any of its significant subsidiaries during the period covered by this Form 10-Q report.

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

No matters were submitted for a vote of security holders during the period covered by this Form 10-Q report.

 

Item 5.

Other Information.

 

None

 

Item 6.

Exhibits.

 

(a)     Exhibits:

 

Rule 13a-14(a)/15d-14(a) Certifications:

 

●     Exhbit 31(a)     Certification of Chief Executive Officer, and Chief Financial Officer.

 

 

Section 1350 Certifications:

 

●     Exhbit 32(a)     Certification of Chief Executive Officer, and Chief Financial Officer.

 

 

Opportunity Acquis Corp.

Page 5

Report on Form 10-Q

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		OPPORTUNITY ACQUIS CORP.
Date: December 12, 2017	By:	/s/ Robert A. Lerman
		Robert A. Lerman
		President, Treasurer, Chief Executive Officer, and Chief Financial Officer