UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

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: 333-212611

 

GLOCORP INC.

(Exact name of registrant as specified in its Charter)

 

Nevada		61-1804645
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)

 

100.3.037, 129 Offices,

Block J, Jaya One,

No. 72A, Jalan Universiti,

Section 13, 46200

Petaling Jaya, Malaysia

+60123838521

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

 

Not Applicable

(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, every Interactive Data File required to be submitted 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 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 equity: 125,003,000 shares of the registrant’s common stock, par value of $0.001 per share, were outstanding as of November 16, 2018.

 

   

  

Glocorp Inc.

 

Quarterly Report on Form 10-Q

 

For the period ended September 30, 2018

 

TABLE OF CONTENTS

 

		PAGE
PART 1 - FINANCIAL INFORMATION		1
Item 1.	Unaudited Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION		14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
SIGNATURES		15

  

   

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The following unaudited interim financial statements of Glocorp Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

 

Glocorp Inc.

Index to Financial Statements

 

	Page
Unaudited Consolidated Condensed Balance Sheets as of September 30, 2018 and December 31, 2017	2
Unaudited Consolidated Condensed Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2018 and 2017	3
Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2018 and 2017	4
Notes to unaudited consolidated financial statements	5

 

  

GLOCORP INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

  

		September 30,				December 31,
		2018				2017*
ASSETS
Current assets
Cash		$	3,700			$	6,342
Accounts receivable			2,161				4,762
Total current assets			5,861				11,104
Fixed assets			1,970				2,762
Total assets		$	7,831			$	13,866
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	36,944			$	19,845
Accounts payable and accrued liabilities – related parties			1,680				960
Advances from related parties			18,466				20,364
Income tax payable			167				170
Total current liabilities			57,257				41,339
Total liabilities		$	57,257			$	41,339
Stockholders’ deficit
Common stock, $0.001 par value, 500,000,000 authorized shares and 125,003,000 and 105,00,000 shares issued and outstanding, respectively		$	125,003			$	105,000
Additional paid-in capital (deficiency)			25,838				(34,691	)
Accumulated deficit			(201,146	)			(98,368	)
Accumulated other comprehensive income			879				586
Total stockholders’ deficit			(49,426	)			(27,473	)
Total liabilities and stockholders’ deficit		$	7,831			$	13,866

 

* Financial information has been retrospectively adjusted for the acquisition of Atlantis Systems Sdn Bhd. 

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

 

   

GLOCORP INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

		Three Months ended								Nine Months ended
		September 30,								September 30,
		2018				2017*				2018				2017*
Revenues		$	2,643			$	9,633			$	13,073			$	25,605
Cost of revenues			(93	)			(1,707	)			(774	)			(3,728	)
Gross profit			2,550				7,926				12,299				21,877
Operating expenses
General and administrative			(48,204	)			(22,609	)			(115,077	)			(34,451	)
Total operating expenses			(48,204	)			(22,609	)			(115,077	)			(34,451	)
Loss before income tax			(45,654	)			(14,683	)			(102,778	)			(12,574	)
Net loss		$	(45,654	)		$	(14,683	)		$	(102,778	)		$	(12,574	)
Comprehensive loss:
Net loss			(45,654	)			(14,683	)			(102,778	)			(12,574	)
Other comprehensive loss:
Foreign currency translation gain (loss)			318				2,083				293				(809	)
Total comprehensive loss		$	(45,336	)		$	(12,600	)		$	(102,485	)		$	(13,383	)
Basic and diluted loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			125,003,000				105,000,000				123,317,766				105,000,000

 

 

* Financial information has been retrospectively adjusted for the acquisition of Atlantis Systems Sdn Bhd. 

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

 

   

GLOCORP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine months ended
		September 30,
		2018				2017*
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(102,778	)		$	(12,574	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			767				-
Changes in operating assets and liabilities:
Accounts receivable			2,606				(2,082	)
Accounts payable and accrued liabilities			17,087				(4,071	)
Accounts payable and accrued liabilities – related parties			720				-
Deferred revenue			-				(803	)
CASH USED IN OPERATING ACTIVITIES			(81,598	)			(19,530	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions			80,532				17,176
Proceeds from subscription receivable			-				10,000
Advances from (repayment to) related parties			(1,568	)			(8,287	)
CASH PROVIDED BY FINANCING ACTIVITIES			78,964				18,889
Effect of currency exchange rates			(8	)			(827	)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(2,642	)			(1,468	)
Cash, beginning of period			6,342				4,127
Cash, end of period		$	3,700			$	2,659
Supplemental cash flow disclosures:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

* Financial information has been retrospectively adjusted for the acquisition of Atlantis Systems Sdn Bhd. 

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

 

  

GLOCORP INC.

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

 

Glocorp Inc. (the “Company”) was incorporated in the State of Nevada on December 31, 2015. On January 24, 2018, the Company entered into a share exchange agreement with Atlantis Systems Sdn Bhd (“Atlantis”) and all of Atlantis’s shareholders. Pursuant to the agreement, the Company acquired all of the outstanding shares of Atlantis (the “Atlantis Shares”) from the Atlantis shareholders in exchange for the issuance of 20,003,000 shares of the Company’s common stock. Upon completion of the transaction, Atlantis became a wholly-owned subsidiary of the Company. The acquisition was considered a business combination under common control. Through Atlantis, the Company offers online reservation system solutions to hotels and provides IT solution in assisting hotels in Southeast Asia region with their online reservation system. 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K. 

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Atlantis. Intercompany transactions and balances have been eliminated in consolidation. Atlantis was controlled by the Company’s directors, Mr. Franz Elioe Narcis and Mr. Low Koon Poh since its inception. Accordingly, the acquisition of Atlantis was considered a common control transaction and was accounted for as if the acquisition had occurred at the beginning of the period, with prior periods retrospectively adjusted to furnish comparative information. The accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. 

 

Foreign Currency

 

The Company’s financial statements are presented in the U.S. dollar (“$”), which is the Company’s reporting currency, while its functional currencies are the U.S. Dollar for its U.S. based operations and Malaysian $ (“MYR”) for its Malaysia-based operations. All assets and liabilities are translated at the exchange rate on the balance sheet date and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss). The following table details the exchange rates used for the respective periods:

 

		September 30, 2018				December 31, 2017
Period end: Malaysian $ to USD exchange rate		$	4.1405			$	4.0614
Average for the period: Malaysian $ to USD exchange rate		$	3.9875			$	4.2991

 

  

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 period. Actual results could differ from those estimates.

 

Common Control Transaction

 

The acquisition of Atlantis is accounted for as a common control transaction whereby the net assets (liabilities) acquired (assumed) are combined with the Company’s at their historical carrying value. Any difference between the carrying value and recognized consideration is treated as a capital transaction.

 

Cash and Cash Equivalents

 

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’s cash and cash equivalents as of September 30, 2018 was $3,700.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at historical carrying amounts, net of write-offs and allowance for doubtful accounts. The Company reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using the age of receivables and knowledge of the individual customers. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of September 30, 2018, and December 31, 2017, there was no allowance for uncollectible accounts receivable.

 

Fixed Assets

 

Fixed assets mainly consist of a computer and is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of three years. For the nine months ended September 30, 2018, the Company recorded depreciation expense of $767.

 

Deferred Revenue

 

Deferred revenue represents amounts collected for services that are paid in advance. The Company recognizes revenue from subscription service agreements when the service is delivered and collected.

 

Revenue Recognition 

 

The Company recognizes revenues when all of the following have occurred: persuasive evidence of arrangement with the customer, services have been performed, fees are fixed or determinable and collectability of the fees is reasonably assured.

 

Income Taxes

 

An asset and liability approach is used for financial accounting and reporting for 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.

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into law, which among other changes reduces the federal corporate tax rate to 21%. We have conducted a preliminary review of the impact of the TCJA and do not anticipate it to have a material impact on our consolidated condensed financial statements primarily due to the valuation allowance recorded against our net deferred tax assets. 

 

  

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 net income of the entity. As of September 30, 2018 and 2017, there are no outstanding dilutive securities. 

 

Subsequent Events

 

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

 

New Accounting Standards

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its financial statements.

 

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. 

 

  

NOTE 3 – GOING CONCERN

 

As of September 30, 2018, the Company generated nominal revenues of $13,073 and had an accumulated deficit of $201,146 and a net working capital deficit of $51,396. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on raising capital to fund the business and attaining profitable contracts.

 

The Company is attempting to generate sufficient revenue; however, its cash position may not be sufficient to support its daily operations. While it believes in the viability of its strategy to generate sufficient revenues 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 our business plan, generate sufficient revenue and in its ability to raise additional funds.

 

NOTE 4 – ACQUISITION

 

On January 24, 2018, the Company acquired 100% ownership of Atlantis by issuing 20,003,000 shares of the Company’s common stock. Atlantis was controlled by the Company’s directors, Mr. Franz Elioe Narcis and Mr. Low Koon Poh since inception. Accordingly, the acquisition of Atlantis was considered a common control transaction and was accounted for as if the acquisition had occurred during the earliest period presented. The following comparative table presents the pro forma consolidated balance sheet of the Company as of December 31, 2017 that reflects the acquisition of Atlantis:

 

		Glocorp Parent (As previously reported)				Atlantis				Consolidated
Assets
Cash and cash equivalents		$	1,294			$	5,048			$	6,342
Accounts receivable			-				4,762				4,762
Total current assets			1,294				9,810				11,104
Fixed asset			-				2,762				2,762
Total assets			1,294				12,572				13,866
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued liabilities			19,219				626				19,845
Accounts payable and accrued liabilities – related parties			-				960				960
Advances from related parties			-				20,364				20,364
Income tax payable			-				170				170
Total current liabilities			19,219				22,120				41,339
Stockholders’ deficit
Common stock			105,000				-				105,000
Additional paid-in capital (deficiency)			(39,368	)			4,677				(34,691	)
Accumulated deficit			(83,557	)			(14,811	)			(98,368	)
Other comprehensive income			-				586				586
Total equity			(17,925	)			(9,548	)			(27,473	)
Total liabilities and stockholders’ deficit		$	1,294			$	12,572			$	13,866

 

There were no intercompany transactions between the Company and Atlantis as of December 31, 2017 and for the nine months ended September 30, 2018 and 2017. 

 

  

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Accounts payable

 

As of September 30, 2018 and December 31, 2017, the Company had payables of $36,944 and $19,845, respectively, to a company controlled by a director. The related party provided professional services such as bookkeeping to the Company.

 

Advances from related parties

 

As of September 30, 2018 and December 31, 2017, the Company had payables to two directors of $18,466 and $20,364, respectively. The directors paid business expenses on behalf of the Company. These payables are interest free, unsecured, and due on demand.

 

Office lease

 

The Company used the workplace and office equipment provided by Marketify Consulting Sdn Bhd, a company owned by the Company’s director, free of charge.

 

NOTE 6 – EQUITY

  

On January 24, 2018, the Company and the shareholders of Atlantis entered into a Share Exchange Agreement. Pursuant to the agreement, the Company issued 20,003,000 shares of its common stock to Atlantis’s shareholders in exchange for 100% of Atlantis’s issued and outstanding ownership interests. Upon completion of the transaction, Atlantis became a wholly-owned subsidiary of the Company.

 

For the nine months ended September 30, 2018, the Company’s director, Low Koon Poh, made additional contributions to the Company by paying professional expenses of $80,532 on behalf of the Company.

 

NOTE 7 – INCOME TAXES

 

The Company operates in the United States and Malaysia. Income taxes have been provided based upon the tax laws and rates of the countries in which operations are conducted and income is earned. The parent company is subject to income tax in United States, which has a statutory income tax rate of 21%. Atlantis is subject to income tax in Malaysia, which has a statutory income tax rate of 18% for Companies with net capital less than MYR 2,500,000 and net income less than MYR 500,000.

 

For the nine months ended September 30, 2018, the Company had net losses and, therefore, has no income tax expense. For the nine months ended September 30, 2017, Atlantis had taxable net losses and therefore, has no income tax expense. As of September 30, 2018 and December 31, 2017, there were no deferred taxes recorded due to the uncertainty of the realization of net operating loss carry forward prior to expiration. 

 

NOTE 8 – CUSTOMER AND SUPPLIER CONCENTRATION

 

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. The Company generated a portion of its revenues from five major customers (10-21% each) for the nine months ended September 30, 2018. As of September 30, 2018, the amount due from the five customers included in accounts receivable was $2,106.

 

The Company purchased the services from three vendors for the nine months ended September 30, 2018. As of September 30, 2018, there are no amount due to these vendors.

 

  

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

 

The following discussion and analysis of the results of operations and financial condition of the Company for the periods ended September 30, 2018 and 2017. Such discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this report.

 

Overview

 

We were incorporated on December 31, 2015 under the laws of the State of Nevada. On January 24, 2018, we entered into a share exchange agreement with the shareholders of Atlantis Systems Sdn Bhd (“Atlantis Malaysia”). Pursuant to the agreement, we issued 20,003,000 shares of its common stock to Atlantis Malaysia’s shareholders in exchange for 100% of Atlantis Malaysia’s issued and outstanding ownership interests. Upon completion of the transaction, Atlantis Malaysia became a wholly-owned subsidiary of the Company. The acquisition was considered a common control transaction.

 

Together with Atlantis Malaysia, we commit to provide hotels in the Southeast Asia region the following services:

 

(1)

Innovative IT solutions in their online reservation system.

 

(2)

A made-for-hospitality solution that will help the hotels reduce their dependencies on third-party travel sites and attract potential customers to book directly from the hotel website.

 

(3)

Leverage data as one of their most important business assets and enable hotel managers and business analysts to make up-to-the-minute statistically driven decisions and capitalize on revenue opportunities to address the growing requirement for hospitality providers.

 

(4)

An IT solution that would identify industry trends, improve business processes, and uncover risks that might otherwise go unnoticed.

 

Our system is expected to remove the hassle of studying paper reports and spreadsheets, many of which contain errors, omissions, or duplicate information and therefore provide misleading information. Our system is also expected to help its users to increase their efficiency in analyzing reports and provide the users with a more comprehensive insight to customer behavior at a much lower cost. With the help of Company’s product, clients are expected to learn more about its potential customers, optimize their business operations and improve their customer service.

 

Plan of Operations

 

Our goal is to maintain the quality of our product and services. We also plan to obtain sufficient resources to expand our business by reaching out to more customers in different areas in Asia.

 

For the upcoming three months, we will focus on building a sales staff force to canvas wider areas in Malaysia to obtain more hotel clients. Since we have an office in Malaysia, it is logical to secure more hotels within Malaysia at this moment through recruitment of more sales staff. We also plan to build stronger relationships with our existing hotel clients for potential referrals and testimonials for our marketing purposes.

 

In the next three months thereafter, we plan to set up an office in Indonesia to serve hotels in Indonesia. These hotels are referred by our existing clients in Malaysia. Further, we will also hire a few sales representatives in Indonesia to build the market. We also expect to set up an office in the Philippines to start our presence in that country.

 

 

During the fourth quarter of 2018, we are looking into setting up an office in Thailand to survey the market, especially on price sensitivity of the industry. We anticipate hiring minimal staff in Thailand for the project.

 

In the first quarter of 2019, we expect to launch our next product, which we term as “your personal online concierge services”. The main purpose and function of this product is to be the local “personal assistant” to all travellers, be it for business or leisure. 

 

If we are unable to build a sustainable customer base through our marketing channels, we may cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment. We intend to raise additional capital through private placements once we gain a quotation on the OTCQB, for which there is no assurance. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash or cease operations entirely. Other than as described above, we have no other financing plans. 

 

Results of Operations

 

Comparison of the results of operations for the nine months ended September 30, 2018 and 2017

 

We had revenue of $13,073 for the nine months ended September 30, 2018 as compared to $25,605 for the nine months ended September 30, 2017. The decrease was because we had fewer customers in 2018 due to expiration of contracts.

 

We incurred operating expenses in the amount of $115,077 for the nine months ended September 30, 2018 as compared to $34,451 for the nine months ended September 30, 2017. The increase is mainly attributed to professional fees for audit fees and accounting fees in relation to the Atlantis acquisition.  

 

Comparison of the results of operations for the three months ended September 30, 2018 and 2017

 

We had revenue of $2,643 for the three months ended September 30, 2018 as compared to $9,633 for the three months ended September 30, 2017. The decrease was because we had fewer customers in 2018.

 

We incurred operating expenses in the amount of $48,204 for the three months ended September 30, 2018 as compared to $22,609 for the three months ended September 30, 2017. The increase is mainly attributed to professional fees for audit fees and accounting fees in relation to the Atlantis acquisition.  

 

  

Liquidity and Capital Resources

 

As of September 30, 2018, we had total assets and liabilities of $7,831 and $57,257, respectively. We had stockholders’ deficit of $49,426 as of September 30, 2018. Our cash and cash equivalents balance as of September 30, 2018 was $3,700.

 

The Company used cash of $81,598 in operating activities during the nine months ended September 30, 2018. The Company received cash of $78,964 from financing activities.

  

We have nominal assets and have an accumulated deficit since inception. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. In addition, we may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations.

 

Our company may, from time to time, receive continued funding and capital resources from related parties. However, as of the date of this registration statement, such related parties do not have any existing obligation to advance funds or working capital to support our business, nor can our company rely on any advance funds from such related parties.

 

Our future operations are also dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.

 

The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

 

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

 

   

Going Concern

 

As of September 30, 2018, the Company had generated revenue of $13,073 and had an accumulated deficit of $201,146 and working deficit of $51,396. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on raising capital fund the business and attaining profitable contracts.

 

We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue and in our ability to raise additional funds.

  

Significant and Critical Accounting Policies and Practices

 

While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:

 

1.

Revenue recognition

 

2.

Foreign currency

 

Contractual Obligations

 

We do not have any contractual obligations at this time.

 

Off Balance Sheet Arrangement

 

We do not have any off-balance sheet arrangement. 

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable because we are a smaller reporting company. 

 

Item 4. Controls and Procedures.

 

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 September 30, 2018 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 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.

   

Changes in Internal Control Over Financial Reporting

 

There were 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.

 

  

PART II— OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are no actions, suits, proceedings, inquiries 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 quarter ended September 30, 2018.

 

Item 3. Defaults Upon Senior Securities.

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company. 

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Except as disclosed in this report, 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 Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Principal Accounting 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 Instance Document
101.SCH		XBRL Taxonomy Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

 

+

In accordance with SEC Release 33-8238, Exhibits 32.1 and Exhibit 32.2 are being furnished and not filed.

   

   

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.

 

	Glocorp Inc.
Date: November 16, 2018	By:	/s/ Wendel Santos
		Wendel Santos
		President and Chief Executive Officer
		(Principal Executive Officer)

 

Date: November 16, 2018	By:	/s/ Franz Narcis
		Franz Narcis
		Chief Financial Officer
		(Principal Financial and Accounting Officer)