Table of Contents

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 February 28, 2018

 

☐  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to__________

 

Commission File Number: 333-207163

 

MOMENTOUS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		7900		32-0471741
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Suite 3, Floor 3, 148 Cambridge Heath Road,

London, E1 5QJ, United Kingdom

(address of principal executive offices)

 

Registrant's telephone number, including area code:   +44 744 430 1337 

 

IncSmart.biz, Inc.

4264 Lady Burton St.

Las Vegas, NV 89129

(Name and address of agent for service of process)

 

COPIES OF COMMUNICATIONS TO:

W. Scott Lawler, Booth Udall Fuller

1255 W. Rio Salado Pkwy., Ste. 215

Tempe, AZ 85281

 

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, 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
		☒	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: 3,885,000 shares as of April 12, 2018.

 

 

 

 

 

TABLE OF CONTENTS

 

			Page(s)
PART I – FINANCIAL INFORMATION
Item 1:		Financial Statements		3-5
		Notes to the unaudited Financial Statements		6-8
Item 2:		Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3:		Quantitative and Qualitative Disclosures About Market Risk		12
Item 4:		Controls and Procedures		12
PART II – OTHER INFORMATION
Item 1:		Legal Proceedings		13
Item 1A:		Risk Factors		13
Item 2:		Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3:		Defaults Upon Senior Securities		13
Item 4:		Mine Safety Disclosures		13
Item 5:		Other Information		13
Item 6:		Exhibits		13

  

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

Item. Financial Statements

 

Momentous Holdings Corp.

Balance Sheet

(unaudited)

         

 

		February 28,				May 31,
ASSETS		2018				2017
Current Assets
Cash		$	1,319			$	3,967
Accounts receivable			40				40
Total Current Assets			1,359				4,007
Property & Equipment, net of accumulated depreciation of $1,230 and $948, respectively.			–				188
TOTAL ASSETS		$	1,359			$	4,195
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		$	9,936			$	9,757
Advances from related party			10,662				9,930
Total Current Liabilities and Total Liabilities			20,598				19,687
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of February 28, 2018 and May 31, 2017, respectively			–				–
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,885,000 and 3,785,000 shares issued and outstanding as of February 28, 2018 and May 31, 2017, respectively			3,885				3,785
Additional paid-in capital			66,515				57,615
Accumulated deficit			(87,357	)			(76,681	)
Accumulated other comprehensive loss			(2,282	)			(211	)
Total Stockholders' Deficit			(19,239	)			(15,492	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	1,359			$	4,195

 

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

 

 

 

 

 

Momentous Holdings Corp.

Statements of Comprehensive Loss

(unaudited)

 

		Three Months				Three Months				Nine Months				Nine Months
		Ended				Ended				Ended				Ended
		February 28,				February 28,				February 28,				February 28,
		2018				2017				2018				2017
Revenues		$	19			$	27			$	115			$	90
Operating Expenses
General and administrative expenses			2,592				3,269				10,791				29,418
Total Operating Expenses			2,592				3,269				10,791				29,418
Loss before Provision for Income Taxes			(2,573	)			(3,242	)			(10,676	)			(29,328	)
Provision for Income Taxes			–				–				–				–
Net Loss		$	(2,573	)		$	(3,242	)		$	(10,676	)		$	(29,328	)
Other Comprehensive Income/(Loss)
Foreign currency translation adjustment			(1,232	)			381				(2,071	)			729
Total Comprehensive Loss		$	(3,805	)		$	(2,861	)		$	(12,747	)		$	(28,599	)
Net Loss per Share: Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Weighted Average Number of Shares Outstanding: Basic and Diluted			3,823,890				3,785,000				3,797,770				3,785,000

 

 

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

 

 

 

 

 

Momentous Holdings Corp.

Statements of Cash Flows

(unaudited)

         

 

		Nine Months				Nine Months
		Ended				Ended
		February 28,				February 28,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(10,676	)		$	(29,328	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense			195				205
Changes in assets and liabilities:
Accounts payable			180				3,554
Accounts receivable			–				25
Prepaid expenses			–				561
Net cash used in operating activities			(10,301	)			(24,983	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock			9,000				–
Proceeds from/(Repayments to) related party, net			732				(1,709	)
Net cash provided by (used in) financing activities			9,732				(1,709	)
Effect of exchange rate changes on cash			(2,079	)			(3,121	)
Changes in cash during the period			(2,648	)			(29,813	)
Cash at beginning of period			3,967				37,154
Cash at end of period		$	1,319			$	7,341

 

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

 

 

 

 

 

Momentous Holdings Corp.

 

Notes to the Financial Statements

February 28, 2018

(Unaudited)

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

 

We were incorporated as Momentous Holdings Corp. (the “Company”) on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

 

Prior to forming Momentous Holdings Corp., Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”. He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of our common stock.

 

Our overall aim is to design, acquire and develop mobile applications (‘app/apps’) and mobile software for download by end consumers. Our goal is to have a training, health and fitness, well-being app for everyone.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at February 28, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 28, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended May 31, 2017 and 2016.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

 

Revenue Recognition

 

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

 

1. persuasive evidence of an arrangement exists;

2. the product has been shipped or the services have been rendered to the customer;

3. the sales price is fixed or determinable; and,

4. collectability is reasonably assured.

 

 

 

 

Software Development cost

 

The Company accounts for software development costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits to funding the project, it is probable that the project will be completed, and the software will be used for its intended function. All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company’s software, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years.

 

Net Loss Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

 

Foreign Currency Translation

 

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss in stockholders’ deficit.

 

Recent Accounting Pronouncements

 

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

 

NOTE 3 - GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues since inception, has an accumulated deficit of $87,357, a working capital deficit of $19,239 and has incurred losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

 

 

 

 

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property consists of equipment purchased for the production of revenues. As of:

 

		February 28,				May 31,
		2018				2017
Equipment		$	1,230			$	1,136
Less accumulated depreciation			1,230				948
Equipment, net		$	–			$	188

 

Assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $195 and $205 for the nine months ended February 28, 2018 and 2017, respectively.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

As of February 28, 2018 and May 31, 2017, the balance of the amounts due to the director was $10,662 and $9,930, respectively. The amounts loaned to and from the director are unsecured, non-interest bearing, and due on demand. The Company’s officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

  

NOTE 6 – CAPITAL STOCK

 

On January 25, 2018, we issued 100,000 shares of common stock for cash in the amount of $0.09 per share for a total of $9,000.

 

There were 3,885,000 shares of common stock issued and outstanding at February 28, 2018. There were no shares of preferred stock issued and outstanding at February 28, 2018.

 

NOTE 7– CONCENTRATION

 

One customer accounted for 100% of total revenue earned during the nine months ended February 28, 2018 and 2017. 100% of the accounts receivable is due from this customer at February 28, 2018 and May 31, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Forward-Looking Statements

 

Management's statements contained in this portion of the prospectus are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Our Plan for the Next 12 Months

 

The following is a list of business goals and milestones we wish to accomplish within the next twelve months.

 

	•	Secure necessary funds
	•	Product Development, Facility and Equipment
	•	Engage in advertising and marketing
	•	Hire skilled employees to complete our team
	•	Pay for legal and accounting costs

 

Our first major milestones will be securing funds and upping the scale of our production. This is our primary focus. In three years, we hope to have established our brand, apps and company in the United States, United Kingdom and internationally.

 

Product Development, Facility and Equipment

 

Should we secure sufficient funding we intend to develop our existing apps to include the following features with associated costs:

 

1.

Add a function that allows the recording of cardiovascular exercises. This feature would cost approximately $9,000 and would take a month to implement.

 

2.

Include the ability for users to share completed training programs via social media/networking, such as Strava, map My Run, My Fitness Plan, Twitter, Instagram and Facebook. This allows people to share their work-outs and also promotes the app. This would be achieved within a few days and would cost approximately $2,000.

 

We are in discussions with a developer to implement these changes by mid 2018.

  

3.

Develop a feature that provides the user with suggested exercises once a particular muscle/muscle group is chosen. Also to include the ability to show exercises previously completed to explain users delayed onset muscle soreness (DOMS). This feature would also record previous exercises completed by the user to allow progress tracking and progress reports. The cost of these additions would be approximately $25,000 and take two months to implement.

  

4.

Add a ‘shuffle’ feature in which the app randomly suggests a full body exercise program for any given day as opposed to ‘shuffling’ between the same muscle groups as the app currently does. This would cost approximately $7,600 and would take two weeks to implement.

 

5.

After a workout the user is asked to grade their effort, this may not be accurate, particularly in beginners. The addition of a more detailed recording function to record sets/repetitions/time with beginner, intermediate, experience variations. Due to the complexity or calculating the required algorithms this would cost approximately $11,500 and one month to implement.

 

6.

Add an additional feature to sell products through the app to include supplements, exercise clothing, footwear etc. This feature will allow us to develop our own clothing or retail other brands and provide a secondary revenue stream. This feature will take one month to develop and will cost approximately $8,000.

 

7.

Add a function to illustrate a male or female muscular anatomy depending on the user, currently the app only shows a male muscular illustration. This required extensive programming and could cost between $3,800 and $7,600 and could be achieved within a month.

 

 

 

 

As we currently outsource the development of our apps the above costs would hold true unless we employed our own developer. We estimate we could employ a proficient developer for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed by an external provider would be in excess of $25,000. Depending on our ability raise funding it may be more cost effective to employ a developer than outsource the development of our apps. This would also require us to purchase equipment and lease a facility. We suspect a suitable facility could be found for $15,000 and equipment costs would be in the region of $15,000 to include computers and software licenses.

 

As of February 28, 2018, we have begun developing our app to include features 2) and 4) above. We have outsourced the development of our app and expect the work to be completed by mid 2018.

 

Advertising and Marketing

 

We intend to increase our marketing and web presence immediately/when funding is received. We intend to instruct a specialist search engine optimization (SEO) and marketing expert to help penetrate new market opportunities in the US, UK and other countries.

 

Our objectives are to: increase downloads of the free app globally and increase conversion rates from the ‘lite’ to the purchased version.

 

We estimate initially this will cost $2,750 per month for 20 hours of dedicated support. This can be increased to $4,000 per month for 50 hours and $7,300 per month for 100 hours should we raise sufficient funds. We will primarily look to focus on organic routes such as strong SEO and social media presence using Apple iTunes, Google AdWords, Facebook, Instagram and Twitter. Google AdWords for example allows you to choose where your ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted marketing.

 

We intend to scale back on advertising and marketing in the order of preference outlined above. Thus, for instance, if we intend to develop search engine optimization with less money involved in our marketing campaign. We will also consider our options with available revenues. We will implement these campaigns once we have developed our existing apps. It is important that we improve the app before increasing advertising. As sales have been seasonal we will try to develop the apps immediately to ensure marketing is implemented in line with seasonal downloads. A budget will be allocated to advertising once we have secured funding or gross profits allow within the next 3 to 6 months.

  

Labor

 

We estimate we could employ a proficient developer for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed by an external provider would be in excess of $25,000. Depending on our ability raise additional funding it may be more cost effective to employ a developer than outsource the development of our apps. We intend to continue to outsource elements of the development process as required until such a time those full time employees are financially viable. We would expect this to be within the next 12-24 months though organic growth should we not receive sufficient funding to recruit immediately. Required training will be funded through revenues or proceeds of our offering and employees will be sent on formal training courses offered by suitable industry trainers. We intend to hire new employees depending on our development needs as funds are available. We expect this will be within the next 3 to 6 months and it will be prioritized in order of merit and depending on the increase in sales.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended May 31, 2017.

 

Results of Operations for the three and nine months to February 28, 2018 and 2017.

 

Our total revenue reported for the three and nine months to February 28, 2018 were $19 and $115, respectively, and $27 and $90 for the three and nine months to February 28, 2017, respectively.

 

We expect revenues to increase for the year ended May 31, 2018 as a result of increased sales resulting from improved marketing, app development and new app launches. If we are able to raise money, we hope to generate revenues from new apps, advertising and merchandise sales through our existing apps.

 

 

 

 

Operating Expenses

 

Operating expenses were $2,592 and $10,791 for the three and nine months to February 28, 2018, respectively and $3,269 and $29,418 for the three and nine months to February 28, 2017, respectively. Our operating expenses for the three and nine months to February 28, 2018 and 2017 consisted of general and administrative expenses and decreased due to a decreased amount trading activity and app development costs within the business.

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

 

Net Loss

 

Net loss for the three and nine months to February 28, 2018 were $2,573 and $10,676, respectively and $3,242 and $29,328 for the three and nine months to February 28, 2017, respectively.

 

Liquidity and Capital Resources

 

As of February 28, 2018, we had total assets of $1,359, consisting of cash of $1,319 and account receivable of $40. We had current liabilities of $20,598 as of February 28, 2018 consisting of an advance from related party of $10,662 and accounts payable of $9,936. Accordingly, we had a working capital deficit of $19,239 as of February 28, 2018.

 

Operating activities resulted in a reduction of cash of $10,301 for the nine months ended February 28, 2018.

 

Our ability to operate beyond May 31, 2018, is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Going Concern

 

Our assets at February 28, 2018 total $1,359. This amount does not provide adequate working capital for us to successfully operate our business and to service our debt. Expenses incurred to the date of this prospectus are being recorded our books as they occur. This raises substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital.

 

Off Balance Sheet Arrangements

 

As of February 28, 2018 there were no off balance sheet arrangements.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

  

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

 

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2018, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2018 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

  

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instances 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

 

 

 

 

 

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.

 

Momentous Holdings Corp.
Date:	April 13, 2018
By:	/s/ James Horan
	James Horan
Title:	Chief Executive Officer