UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2018

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File No. 333-206963

 

Vigilant Diversified Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		47-4543540
(State or other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

620 Newport Center Drive, Suite 1100
Newport Beach, CA		92660
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (949) 438-1040

 

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 preceding12 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 [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 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 [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [X] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of September 30, 2018, the number of shares outstanding of the issuer’s sole class of common stock, $0.0001 par value per share, is 16,398,400.

 

 

 

table of contents

 

Part I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Balance Sheet	3
Condensed Statement of Operations	4
Condensed Statements of Cash Flows	6
Notes to the Condensed Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures about Market Risk	15
Item 4. Controls and Procedures	15
PART II — OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Mine Safety Disclosures	16
Item 5. Other Information	16
Item 6. Exhibits	16
SIGNATURES	17

 

 

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

VIGILANT DIVERSIFIED HOLDINGS, INC.

Condensed Balance Sheets

 

		September 30, 2018				December 31, 2017
		(unaudited)
ASSETS
Current Assets
Cash		$	-			$	3,702
Prepaid expense			-				2,827
TOTAL ASSETS		$	-			$	6,529
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	82,290			$	37,727
Related party advances			925				-
TOTAL LIABILITIES			83,215				37,727
STOCKHOLDERS’ DEFICIT
Preferred Stock, Authorized 5,000,000 preferred shares, $0.0001 par, none outstanding on September 30, 2018 and December 31, 2017			-				-
Common Stock; Authorized 100,000,000 common shares, $0.0001 par, 16,398,400 issued and outstanding on September 30, 2018 and December 31, 2017			1,640				1,640
Additional paid-in capital			342,762				342,762
Accumulated Deficit			(427,617	)			(375,600	)
TOTAL STOCKHOLDERS’ DEFICIT			(83,215	)			(31,198	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT		$	-			$	6,529

 

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

 

 

VIGILANT DIVERSIFIED HOLDINGS, INC.

Condensed Statement of Operations

(unaudited)

 

		For the three				For the three				For the nine				For the nine
		months ended				months ended				months ended				months ended
		September 30, 2018				September 30, 2017				September 30, 2018				September 30, 2017
Expenses:
General & administrative		$	2,735			$	13,832			$	8,017			$	30,016
Professional fees			13,000				3,000				44,000				7,500
Total Expenses			15,735				16,832				52,017				37,516
Net Loss for the Period		$	(15,735	)		$	(16,832	)		$	(52,017	)		$	(37,516	)
Net Loss per common share – basic and diluted			($0.00	)			($0.00	)			($0.00	)			($0.00	)
Weighted average number of common shares outstanding – basic and diluted			16,398,400				15,696,000				16,398,400				15,468,329

 

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

 

 

VIGILANT DIVERSIFIED HOLDINGS, INC.

Condensed Statements of Stockholders’ Deficit

(unaudited)

 

		Common stock												Preferred Stock
		Number of								Number of								Additional
		shares				Amount				shares				Amount				paid-in capital				Deficit				Total
Balance, December 31, 2016			15,156,000			$	1,516				540,000			$	54			$	167,232			$	(282,547	)		$	(113,745	)
Common shares issued on the conversion of preferred shares			540,000				54				(540,000	)			(54	)			-				-				-
Common shares issued for cash			60,000				6												14,994								15,000
Common shares issued on the settlement of debts			642,400				64				-				-				160,536				-				160,600
Net loss			-				-				-				-				-				(93,053	)			(93,053	)
Balance, December 31, 2017			16,398,400				1,640				-				-				342,762				(375,600	)			(31,198	)
Net loss			-				-				-				-				-				(52,017	)			(52,017	)
Balance, September 30, 2018			16,398,400			$	1,640				-			$	-			$	342,762			$	(427,617	)		$	(83,215	)

 

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

 

 

VIGILANT DIVERSIFIED HOLDINGS, INC.

Condensed Statements of Cash Flows

(unaudited)

 

		For the nine months ended
		September 30, 2018				September 30, 2017
OPERATING ACTIVITIES:
Net Loss		$	(52,017	)		$	(37,516	)
Adjustments to reconcile net loss to net cash provided by operations:
Changes in operating assets and liabilities:
Prepaid expenses			2,827				3,000
Accounts payable and accrued liabilities			44,563				(26,000	)
Related party advances			925				-
Net cash used by operating activities			(3,702	)			(60,516	)
Net decrease in cash			(3,702	)			(60,516	)
Cash, beginning			3,702				67,840
Cash, ending		$	-			$	7,324
Supplemental cash flow information:
Cash paid of interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

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

 

 

VIGILANT DIVERSIFIED HOLDINGS, INC.

Notes to the Condensed Financial Statements

(unaudited)

September 30, 2018

 

NOTE 1-NATURE OF BUSINESS

 

Vigilant Diversified Holdings, Inc. (“the Company”) was incorporated in the State of Nevada as a for-profit company on June 30, 2015. From inception until June 30, 2018, the Company had limited operations and was focused on implementing its business plan to provide management consulting services to start-up and development stage enterprises in North America that are in the cannabis industry as well as other industries. On June 30, 2018, the Company effectuated a change of control and is no longer pursuing this objective. On October 29, 2018, the Company executed a share exchange agreement to acquire up to 100% of the issued and outstanding shares of FUGA Inc., a Wyoming corporation that is in the private jet charter and aircraft management business.

 

Basis of presentation

 

The unaudited interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. For further information, these unaudited interim financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017, included in the Company’s report on Form 10-K.

 

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

 

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

 

As of September 30, 2018, the Company had not yet achieved profitable operations, has incurred cumulative losses of $427,617 and expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company’s ability to continue as a going concern. To remain a going concern, the Company will be required to obtain the necessary financing to pursue its plan of operation or complete an acquisition of a profitable company. Management plans to obtain the necessary financing through the issuance of equity and/or advances from related parties.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 

Loss per Share

 

The Company’s basic earnings (loss) per share are calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings (loss) per share is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

 

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 4–RELATED PARTY TRANSACTIONS

 

The directors and officers of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

One of the Company’s major shareholder is its legal counsel. During the nine months ended September 30, 2018 and 2017, this shareholder is owed $65,500 and $17,200, respectively.

 

One of the Company’s other major shareholder, MT Capital Partners, LLC, has advanced the Company $925 during the three months ended September 30, 2018. This advance is unsecured and does not carry an interest rate or repayment terms; however, the shareholder has orally agreed not to seek repayment until the Company is financially able to repay it.

 

NOTE 5– COMMITMENTS AND CONTENGENCIES

 

On October 29, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) to acquire up to 100% of the issued and outstanding shares of the common stock of FUGA, Inc., a Wyoming corporation (“FUGA”) in exchange for 5,500,000 shares of the Company’s common stock. The closing of the transaction under the Agreement is subject to a few conditions including the customary board and shareholder approval of FUGA’s audit and the transaction.

 

 

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

 

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited financial statements.

 

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Vigilant Diversified Holdings, Inc., a Nevada corporation, unless the context requires otherwise.

 

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three months and nine months ended September 30, 2018. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

 

Results of Operations

 

General

 

We were formed on June 30, 2015. From June 30, 2015 until January 4, 2016, our activities were limited to organizational and business development activities. We were formed to be a consulting company to assist companies that are involved in various aspects of the cannabis industry by providing consulting services focused on providing administrative and regulatory support functions. We also attempted to market our services to other industries. From inception until June 30, 2018, when we effectuated a change of control, our mission was to assist management with services designed to keep them focused on their core business ideas while provide the administrative support such as bookkeeping, payroll, website development and marketing strategies. We had limited operations and had limited financial resources. Our operations from June 30, 2015 to January 4, 2016, were devoted primarily to start-up, development and operational activities, which included:

 

	1.	Formation of the Company;
	2.	Development of our business plan;
	3.	Evaluating various target companies to market our services;
	4.	Research on marketing channels/strategies for our services;
	5.	Secured our website domain www.vigilantdiversifiedholdings.com and beginning the development of our initial online website;
	6.	Research on services and pricing of our services;
	7.	Hiring our consultant to provide a variety of services to us.

 

 

On January 4, 2016, we made an investment in Curved Rolling Papers LLC (“Curved”). We entered into an agreement (the “Agreement”) with Curved that provided for the purchase of up to 5% ownership in Curved for $250,000 to be paid in installments. We anticipated funding the investment in the Agreement through unrelated equity funding. Curved was to receive $250,000 in consideration from January 4, 2016 through March 1, 2016. We invested $50,000 on January 4, 2016 and $50,000 on February 2, 2016. We were unable to fund the additional contributions to Curved since the additional equity we were seeking to raise did not materialize. Curved subsequently notified us that it was transferring its assets to a new entity and discontinuing Curved, thus, nullifying our investment. Our negotiations with Curved did not result in a satisfactory resolution.

 

We may file for binding mediation against Curved and its owners, in the State of New York, for rescission of the Agreement to return of our $100,000 investment in Curved or, we may assign the claim to the former majority shareholder to pursue. The Company decision on whether to file for binding mediation or to assign the causes of action will be evaluated on the resources it anticipates spending against the anticipated recovery. Our decision to consider filing for binding mediation is in response to Curved’s management’s unilateral communication that it was dissolving Curved and its relationship with us, leaving us with nothing and declining to return any of the $100,000 we invested in Curved.

 

On June 30, 2018, we effectuated a change of control and our new management’s goal was to pursue the acquisition of an operating company with revenues and the potential for growth. On October 29, 2018, we entered into a share exchange agreement (the “Share Exchange Agreement”) to acquire up to 100% of the issued and outstanding shares of FUGA, Inc., a Wyoming corporation (“FUGA”) that is in the private air charter and aircraft management business. Founded in 2007, FUGA owns an air carrier 135 certificate and currently manages a Gulfstream IV SP aircraft. FUGA’s certificate allows it to operate worldwide with aircraft that have seating capacity for up to 30 passengers. The Company intends to raise capital to expand FUGA’s operations by launching an air ambulance and government division as well as expand its fleet of managed aircraft. We will also seek financing to acquire aircraft, which we believe will provide us with increase profitability over managed aircraft. The closing of the transaction with FUGA, as set forth in the Share Exchange Agreement, is subject to various conditions, which FUGA must satisfy or the Company must waive. The Share Exchange Agreement is set forth as Exhibit 10.1 in the Company’s Form 8-K, which it filed on November 13, 2018.

 

As of September 30, 2018, we had $0 cash on hand and in the bank. Management does not believe this amount will satisfy our cash requirements for the next twelve months. We plan to satisfy our future cash requirements - primarily the working capital required for operations by the sale of our common or preferred stock or with advances from our shareholders or third-party investors. The additional equity or debt financings will likely be in the form of private placements of common stock, preferred stock or convertible debt. As of September 30, 2018, the Company has $82,215 in accounts payable, which includes $925 in related party advances and $65,500 in legal fees to one of our major shareholders of which $31,000 has been incurred as a related party payable since the change of control on June 30, 2018.

 

Management believes that if subsequent private placements are successful and we close the transaction contemplated by the Share Exchange Agreement, then we will record revenues following the closing. We also intend to raise capital to expand FUGA’s operations; however, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

 

If we are unsuccessful in closing the FUGA transaction or in raising capital through a private placement or public offering, then we will then have to seek additional funds through debt financing, which would be highly difficult for a company with nominal assets to secure. Therefore, we are highly dependent upon the success of closing the FUGA transaction or a private placement offering, and failure thereof would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a company with no current operations other than seeking to close the FUGA transaction, we would likely have to pay additional costs associated with high-risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing or we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

 

 

At the present time, we intend to seek various investors to obtain additional equity and/or debt financing for the FUGA transaction and our working capital. There can be no assurance that we will be successful in obtaining additional capital from these negotiations. If are unable to raise additional capital or if one of our majority shareholders does not provide us with working capital advances, then we will either suspend operations until we do raise the cash or cease operations entirely. Other than as described in this paragraph and the preceding paragraphs, we have no other financing plans.

 

Management does not plan to hire additional employees at this time. Our officers and directors, as well as independent contractors, will be responsible for providing consulting services.

 

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form 10-K.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the three months and nine months ended September 30, 2018, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

 

Three months ended September 30, 2018 compared to the three months ended September 30, 2017.

 

Revenues. We did not have any revenues for the three months ended September 30, 2018 or 2017.

 

Operating expenses. Operating expenses included general and administrative expenses and professional fees. In total, operating expenses decreased $1,097, or 6.52%, to $15,735 for the three months ended September 30, 2018 compared to $16,832 for the comparable period in 2017. The components of operating expenses are discussed below.

 

●	General and administrative expenses decreased $11,097, or 80.23%, to $2,735 for the three months ended September 30, 2018 compared to $13,832 for the comparable period in 2017. The decrease is primarily attributable to a $9,809 decrease in officer compensation as well as decreases in travel, dues and subscriptions and rent expense.
●	Professional fees increased $10,000, or 333.33%, to $13,000 for the three months ended September 30, 2018 compared to $3,000 for the comparable period in 2017. The increase is attributable to an $8,000 increase in legal fees associated with our evaluation of acquisition candidates as well as a $2,000 increase in our accounting quarterly review fees.

 

Net Loss. Our net loss decreased $1,097, or 6.52%, to $15,735 for the three months ended September 30, 2018 compared to $16,832 for the comparable period in 2017. The decrease is due to the components discussed above.

 

 

Nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.

 

Revenues. We did not have any revenues for the nine months ended September 30, 2018 or 2017.

 

Operating expenses. Operating expenses included general and administrative expenses and professional fees. In total, operating expenses increased $14,501, or 38.65%, to $52,017 for the nine months ended September 30, 2018 compared to $37,516 for the comparable period in 2017. The components of operating expenses are discussed below.

 

●	General and administrative expenses decreased $21,999, or 73.29%, to $8,017 for the nine months ended September 30, 2018 compared to $30,016 for the comparable period in 2017. The decrease is attributable to a $16,557 decrease in officer compensation, a $2,071 decrease in Edgar filing fees, as well as decreases in travel, dues and subscriptions and rent expense.
●
	Professional fees increased $36,500, or 486.66%, to $44,000 for the nine months ended September 30, 2018 compared to $7,500 for the comparable period in 2017. The increase is attributable to a $32,050 increase in legal fees associated with our evaluation of acquisition candidates as well as a $4,500 increase in audit and review fees.

 

Net Loss. Our net loss increased $14,501 or 38.65%, to $52,017 for the nine months ended September 30, 2018 compared to $37,516 for the comparable period in 2017. The increase is due to the components discussed above.

 

Liquidity and Capital Resources. For the nine-months ended September 30, 2018, we did not issue any shares of our common stock or preferred stock. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital. One of our related party shareholders paid $925 in expenses on our behalf.

 

Our total assets are $0 as of September 30, 2018. Our working capital deficit was $83,215 as of September 30, 2018.

 

As of September 30, 2018, our total liabilities are $83,215 consisting of $83,215 in accounts payable and accrued liabilities, which includes $925 in related party advances and $65,500 in legal fees incurred to our related party law firm.

 

As of September 30, 2018, our total stockholders’ deficit was $83,215 and we had an accumulated deficit of $427,617.

 

We used $3,702 in operating activities for the nine months ended September 30, 2018, which included $52,017 in net loss, which amount was decreased by $44,563 in accounts payable and accrued liabilities and $2,827 in prepaid expenses and $925 in advances from a related party.

 

We had $0 in cash used by investing activities for the nine months ended September 30, 2018.

 

We had $0 in cash provided by financing activities the nine months ended September 30, 2018.

 

We do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

 

The Company had no formal long-term lines or credit or other bank financing arrangements as of September 30, 2018.

 

 

The Company has no current plans for the purchase or sale of any plant or equipment.

 

The Company has no current plans to make any changes in the number of employees.

 

Income Tax Expense (Benefit)

 

The Company has a prospective income tax benefit resulting from a net operating loss carry forward and startup costs that may offset any future operating profit.

 

Impact of Inflation

 

The Company believes that inflation has had a negligible effect on operations over the past quarter.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures for the three months ended September 30, 2018.

 

Plan of Operation

 

We were incorporated in the State of Nevada on June 30, 2015. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets except for our $100,000 investment in Curved as more fully explained in our Form 10-K for the year ended December 31, 2017. We have not generated any revenue and just recently changed our business strategy from offering consulting services to seeking an acquisition of an operating company with revenues. On October 29, 2018, we entered into the Share Exchange Agreement to acquire up to 100% of the issued and outstanding shares of FUGA from its shareholders. The transaction is set forth in our Form 8-K filed on November 13, 2018.

 

We may change our name in the fourth quarter of 2018 and will select a name that we believe will be indicative of the FUGA transaction. Our current website (www.vigilantdiversifiedholdings.com) has ceased providing information on our prior business and is currently under construction. We intend to develop our new website in the fourth quarter of 2018.

 

On January 12, 2016, we amended our Articles of Incorporation to authorize up to 4,000,000 shares of a Series A Convertible Preferred Stock (the “Series A Stock”) issuable at $0.25 per share and convertible into its common stock on a 1 for 1 basis. From January 12, 2016 to June 30, 2016, we sold 540,000 shares of its Series A Stock for $135,000 in cash. These offerings were exempt under Section 4(a)(2) of the Securities Act of 1933, as amended. On April 11, 2017, we converted the 540,000 shares of Series A Stock to 540,000 shares of our $0.0001 par value common stock.

 

On October 29, 2018, we amended and restated our Articles of Incorporation to increase our authorized common stock, par value $0.0001, from 100,000,000 shares to 500,000,000 shares and our authorized preferred stock, par value $0.0001, from 10,000,000 shares to 50,000,000 shares. The details are set forth in our Form 8-K filed on November 13, 2018.

 

We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

 

Our anticipated plan is as follows:

 

Raise Working Capital

Time Frame: 1^st to 6^th months

 

We intend to concentrate our efforts on raising capital to provide the necessary working capital for our operations and to provide FUGA with the necessary capital to increase its operations of managed aircraft and owned aircraft. Our operations will be limited due to the limited amount of funds on hand. Our plan of operations is as follows:

 

Develop Our Website

Time Frame: 1^st – 3^rd months.

Material costs: $3,000-$10,000.

 

 

We intend to completely revise our website and possibly change our URL. Our officer and director, Dennis Murchison, will be in charge of overseeing the revision of our website. We intend to hire a web designer to help us with the building and functionality of our website. We do not have any written agreements with any web designers at current time. We anticipate the website expansion costs, including enhanced site design and implementation will be approximately $3,000 to $10,000. Updating and improving our website will continue throughout the lifetime of our operations.

 

Assist FUGA with the completion of their audit and file our Form 8-K

Time Frame: 1^st-3^rd months.

$15,000

 

We will assist FUGA with the audit of their financial statements and have agreed to pay for any costs in excess of $5,000. One of our majority shareholders has agreed to advance the necessary costs to accomplish this task.

 

Concurrently while FUGA’s financial statements are being audited, we will prepare our Form 8-K, which will contan Form 10 information to file with the SEC. This 8-K will contain the necessary information to enable us to close the transaction and will contain pro forma information on the Company going forward with FUGA as a subsidiary.

 

Donald P. Hateley, our chief executive officer and Dennis Murchison, our vice president and secretary, will be devoting approximately twenty hours per week to our operations. Once we complete the transaction contemplated by the Share Exchange Agreement, then our officers have orally agreed to commit more time as required.

 

Estimated Expenses for the Next Twelve Months

 

The following provides an overview of our estimated expenses to fund our plan of operation for the next twelve months. The amount may vary depending upon how much we spend on pursuing acquisition opportunities. We believe we would need a minimum of $100,000.

 

Description		Amount
		Expenses
SEC reporting and compliance		$	50,000
Establishing and office			10,000
Website revisions			10,000
Advertising			5,000
Travel			20,000
Other expenses			5,000
Total		$	100,000

 

If we do not raise additional working capital, our cash reserves will be not sufficient to meet our obligations for the next twelve-month period. We anticipate that the minimum additional capital necessary to fund our planned operations in this case for the 12-month period will be approximately $100,000 and will be needed for general administrative expenses, business development, and costs associated with being a publicly reporting company. As a result, we will need to seek additional funding in the near future. The source of this additional capital is through the sale of additional shares of common stock or advances from MT Capital Partners, LLC (“MT Capital”). MT Capital has agreed to advance or loan funds to working capital funds for this purpose.

 

Our management may hire full or part-time employees or independent contractors over the next six (6) months depending upon whether we are able to raise capital; however, at the present, the services provided by our officers and directors appear sufficient at this time. We believe that our operations are currently on a small scale that is manageable by these two individuals and can be supplemented by engaging independent contractors. Our management’s responsibilities are mainly administrative at this early stage. While we believe that the addition of employees is not required over the next six (6) months, the professionals we plan to utilize may be independent contractors. We do not intend to enter into any employment agreements with any of these professionals. Thus, these persons are not intended to be employees of our company.

 

Our management does not expect to incur any material research costs in the next twelve months; we currently do not own any plants or equipment that we would seek to sell soon; we do not have any off-balance sheet arrangements. Additionally, we believe that this fact shall not materially change. Donald P. Hateley, our Chairman, President and CEO is also our legal counsel and will provide legal services to us.

 

 

Off-Balance Sheet Arrangements

 

None.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Use of Estimates:

 

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not clear from other sources and the classification of net operating loss and tax credit carry forwards.

 

We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

Item 4. Controls and Procedures

 

(a)	Evaluation of Disclosure Controls and Procedures

 

 

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were not effective at a reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

(b)	Changes in Internal Controls over Financial Reporting

 

During the three-month period ended September 30, 2018, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(a)

The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

 

Exhibit
Number		Description
10.2		Certificate of Designation of Series A Preferred.
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1		Certification of the Chief 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 the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
*		Filed herewith.

 

 

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.

 

	VIGILANT DIVERSIFIED HOLDINGS, INC.
January 18, 2019	/s/ Donald P. Hateley
	Donald P. Hateley
	Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)