Company Quick10K Filing
Quick10K
Trupal
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
PHH PHH 354
UGHL Union Bridge Holdings 150
IGC India Globalization Capital 45
MMMB Mamamancini's Holdings 16
SCIA Sci Engineered Materials 5
LITH US Lithium 1
FPNI Fraud Protection Network 0
BAJA Baja Custom Design 0
INMD InMode 0
MADI Madison Ave Holdings 0
TRMM 2018-12-31
Part I - Financial Information
Item 1. Financial Statements
Note 1 - Description of Business and Basis of Presentation
Note 2 - Summary of Significant Accounting Policies
Note 3 - Going Concern
Note 4 - Common and Preferred Stock
Note 5 - Related Party Transactions
Note 6 - Commitments and Contingencies
Note 7 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex311.htm
EX-31.2 ex312.htm
EX-32.1 ex321.htm

Trupal Earnings 2018-12-31

TRMM 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 form10q.htm 10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended December 31, 2018
 
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from __________ to __________

333-208862
Commission File Number
 
TRUPAL MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
 
Florida
46-5200354
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1205 Lincoln Avenue, Suite 220
Miami Beach, FL
33139
(Address of principal executive offices)
(Zip Code)
 
(954) 882-7951
(Registrant's  telephone number, including area code)
 
 
(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 [X] 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 [ X ]

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[  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
 
Emerging growth company [X]

      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 7(a)(2)(B) of the Securities Act. [  ]

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 filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

APPLICABLE ONLY TO CORPORATE ISSUERS

26,485,129 common shares outstanding as of February 8, 2019
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
 
 

 
TRUPAL MEDIA, INC.
 
TABLE OF CONTENTS

 
 
 
Page
 
PART I – Financial Information
 
 3
 4
 6
 6
 
 
 
 
PART II – Other Information
 
 7
 7
 7
 7
 7
 7
 7
 
 8



2



PART I – FINANCIAL INFORMATION


 
ITEM 1.                FINANCIAL STATEMENTS
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019.  For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as filed with the Securities and Exchange Commission on June 29, 2018.

REPORTED IN UNITED STATES DOLLARS

 
Page
F-1
F-2
F-3
F-4 to F-9


3


TRUPAL MEDIA, INC.
 BALANCE SHEETS
(Unaudited)
 
 
 
December 31,
2018
   
March 31,
2018
 
 
           
ASSETS
           
 
           
Current assets
           
   Cash
 
$
1,132
   
$
138
 
   Accounts receivable 
   
744
     
897
 
Total current assets
   
1,876
     
1,035
 
Total assets
 
$
1,876
   
$
1,035
 
 
               
LIABILTIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
 
               
Current liabilities
               
   Accounts payable
 
$
31,008
   
$
36,342
 
   Accounts payable – related parties
   
1,056,871
     
911,032
 
Total current liabilities
   
1,087,879
     
947,374
 
 
               
Commitments and Contingencies
               
 
               
Total Liabilities
   
1,087,879
     
947,374
 
 
               
Stockholders' equity deficit)
               
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 1,000,000 shares issued and outstanding
   
1,000
     
1,000
 
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 26,485,129 shares issued and outstanding
   
26,485
     
26,485
 
Additional paid-in capital
   
4,369,512
     
4,369,512
 
Accumulated deficit
   
(5,483,000
)
   
(5,343,336
)
Total stockholders' equity (deficit)
   
(1,086,003
)
   
(946,339
)
Total Liabilities and Stockholders' equity (deficit)
 
$
1,876
   
$
1,035
 
 


See accompanying notes to unaudited financial statements. 
F-1

TRUPAL MEDIA, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

 

 
 
Three months ended
   
Nine months ended
 
 
 
December 31,
   
December 31,
 
 
 
2018
   
2017
   
2018
   
2017
 
 
                       
Revenue
 
$
6,317
   
$
12,467
   
$
25,395
   
$
39,479
 
Cost of revenue
                               
    Commission fees
   
1,896
     
3,740
     
7,619
     
11,844
 
    Hosting fees
   
393
     
2,385
     
4,929
     
6,974
 
    Content licensing fees
   
631
     
1,247
     
2,539
     
3,948
 
Total cost of revenue
   
2,920
     
7,372
     
15,087
     
22,766
 
 
                               
Gross Profit
   
3,397
     
5,095
     
10,308
     
16,713
 
 
                               
Operating expenses
                               
  Advertising
   
12,418
     
12,144
     
37,115
     
53,788
 
  Professional fees
   
3,375
     
8750
     
15,125
     
21,108
 
  Management fees, Social Media applications
   
30,000
     
30,000
     
90,000
     
90,000
 
  General and administration
   
2,397
     
3,920
     
7,732
     
7,118
 
Total operating expenses
   
48,190
     
54,814
     
149,972
     
172,014
 
 
                               
Loss from operations
   
(44,793
)
   
(49,719
)
   
(139,664
)
   
(155,301
)
 
                               
Net income (loss)
 
$
(44,793
)
 
$
(49,719
)
 
$
(139,664
)
 
$
(155,301
)
 
                               
Weighted average shares outstanding – basic and diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.01
)
 
                               
Net income (loss) per share – basic and diluted
   
26,485,129
     
26,485,129
     
26,485,129
     
26,485,129
 
 
                               

 

See accompanying notes to unaudited financial statements.
F-2

TRUPAL MEDIA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)


  
 
Nine Months ended
December 31,
 
 
 
2018
   
2017
 
Cash flows from operating activities:
           
    Net loss
 
$
(139,664
)
 
$
(155,301
)
  Adjustments to reconcile net loss to net cash used in operating activities:
               
  Changes in operating assets and liabilities:
               
     (Increase) Decrease in accounts receivable
   
153
     
1,087
 
     Increase in accounts payable
   
(5,334
)
   
8,219
 
     Increase in accounts payable– related parties
   
145,839
     
146,373
 
Net cash provided by operating activities
   
994
     
378
 
 
               
Cash flows from investing activities:
               
Net cash provided (used) by investing activities
   
-
     
-
 
 
               
Cash flows from financing activities:
               
Net cash provided by financing activities
   
-
     
-
 
 
               
Net increase (decrease) in cash
   
994
     
378
 
    Cash, beginning of period 
   
138
     
1,008
 
    Cash, end of period 
 
$
1,132
   
$
1,386
 
 
               
Supplemental disclosure of cash flow information:
               
   Cash paid for:
               
      Interest
 
$
-
   
$
-
 
      Income taxes
 
$
-
   
$
-
 


 
See accompanying notes to unaudited financial statements

 
F-3

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018

Note 1 – Description of business and basis of presentation
 
Organization and nature of business
 
Trupal Media, Inc. (hereinafter referred to as "we", "us", "our", or "the Company") has developed a platform for casino-game play in a social media environment.  We were incorporated in the State of Florida on March 14, 2014.  We are headquartered in Miami Beach, Florida and our contracted software development, marketing and implementation providers are based in Peru. The Company launched its flagship social gaming application, "Cleo's Casino" on April 1, 2014. We license over 50 casino-based games presently on our social media platform. Trupal Media, Inc. is focused on delivering high quality gaming platforms, maintaining low costs and driving a rigorous marketing campaign that will ensure steady growth and value for the Company and its shareholders.
 
On May 6, 2015, the Company's Board of Directors approved an amendment to the articles of incorporation to increase the authorized share capital from 10,000,000 to 1,000,000,000 common shares.

On July 13, 2016, the Company's Form S-1 Registration Statement received a notice of effect from the Securities and Exchange Commission. The Company has received a trading symbol, "TRMM", and expects to commence trading on OTC Pink at a future date.

Financial Statements Presented

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine months ended December 31, 2018, are not necessarily indicative of the results that may be expected for the year ending March 31, 2019.  For further information, refer to the financial statements and footnotes thereto include

Note 2 - Summary of Significant Accounting Policies 
 
Fiscal year end: The Company has selected March 31 as its fiscal year end.

Functional currency: The Company's functional currency is the United States Dollar.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us 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 reported periods. Actual results could materially differ from those estimates.

Cash and Cash Equivalents
 
For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
 

F-4

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018

Note 2 - Summary of Significant Accounting Policies (continued)
 
Revenue Recognition
 
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of virtual goods associated with our online games, as well as from services provided for customer events. by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

There was no impact on the Company's financial statements as a result of adopting Topic 606 for the nine months ended December 31, 2018.

Online Game
 
We operate our flagship social gaming application "Cleo's Casino". Cleo's Casino is available on Facebook. Cleo's Casino generates revenue through the sale of virtual currency to players that they may exchange to play at any of our licensed online slot machines, video poker machines, Hold'em style poker tables, or for other features and experiences available within Cleo Casino. Players can pay for our virtual currency using Facebook credits or Facebook local currency payments when playing our games through Facebook and can use other payment methods such as credit cards or PayPal on other platforms. 
 
Players may have the opportunity to "earn", "buy" or "purchase" (a) virtual in-game items; or (b) virtual in-game points, including but not limited to virtual coins, cash or points, all for use in the game(s) (together with virtual in-game items, "Virtual Items"). Players do not in fact "own" the Virtual Items and the amounts of any Virtual Item does not refer to any credit balance of real points or its equivalent. Rather, by "earning", "buying", or "purchasing" Virtual Items (whether through the use of Facebook Credits or virtual points), Players are granted a limited license to use the software programs that manifest themselves as the Virtual Items. The purchase and sale, with Facebook Credits, of such limited licenses to use Virtual Items, is a completed transaction upon redemption of the applicable Facebook Credits and under no circumstances is refundable, transferable or exchangeable including, without limitation, upon termination of the Player's account, or the discontinuation of the services provided. As a result, the Company recognizes revenue following the sale of the game credits to the customer, and settlement of such amounts from the payment processor, which occurs within a period of 30 days from the date of the original sale to the customer.  Any refunds or refuted purchasers are fully settled and cleared by the payment processor within the 30-day time frame allotted and prior to settlement of funds to the Company's account.  Therefore, proceeds deposited to the Company's account are not subject to any future reductions by the customer or payment processor and is considered revenue on deposit.

Cost of Revenue
 
Our cost of revenue consists primarily of the direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Our cost of revenue consists primarily of virtual good transaction fees paid to platform operators such as Facebook, Google, Amazon and Apple and content licensing fees, all of which are expensed as commissions and recorded as costs of revenue.  We also incur hosting fees and server rental fees.  We also record costs related to the fulfillment of specific customer advertising campaigns.
F-5

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018
 
Note 2 - Summary of Significant Accounting Policies (continued)
  
Fair Value of Financial Instruments
 
The Company's financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items.

Research and Development and Capitalized Software Development Costs
 
Research and development expenses with respect to the Company's online gaming platform including consulting services, internal costs for payroll, overhead and related expenses of its technology development and other employees directly involved in the application development are charged to expense as incurred in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 985, Software.  While the Company has launched its application, has determined technological feasibility and is generating revenues from the sale of virtual currency, due to the limited cash flow to date, the Company does not yet consider it has reached the threshold for economic feasibility.  All software development costs have therefore been expensed upon completion of management's impairment analysis at fiscal year-end. The Company will continue to expense software related costs until economic feasibility is achieved. Therefore, the Company intends to capitalize future application software and development costs. Amortization of any capitalized software development costs will be amortized on a straight-line basis over the estimated economic life of the software, which the Company has determined to be 36 months.

Advertising Costs
 
The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with ASC 720-35. Advertising costs were $12,418 and $12,144 in the three months ended December 31, 2018 and 2017, respectively. Advertising costs were $37,115 and $53,788 in the nine months ended December 31, 2018 and 2017, respectively.

Income Taxes
 
The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
 
Loss per Common Share
 
In accordance with ASC Topic 280 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The following potential common shares have been excluded from the computation of diluted net loss per share for the nine months ended December 31, 2018 and the fiscal year ended March 31, 2018 because the effect would have been anti-dilutive:
F-6

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018
 
Note 2 - Summary of Significant Accounting Policies (continued)
 
 
December 31,
2018
 
March 31,
2018
 
Common stock issuable upon conversion of convertible preferred stock
 
500,000,000
     
500,000,000
 
 
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 3 – Going Concern
 
The Company has incurred net losses since inception and had a working capital deficit of $1,086,003 at December 31, 2018 ($946,339 at March 31, 2018).  These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

Note 4 – Common and Preferred Stock
 
Our authorized capital stock consists of 1,000,000,000 shares of Common Stock, $0.001 par value per share, and 5,000,000 preferred shares, $0.001 par value.
 
Shares of Common stock

As at December 31, 2018 and March 31, 2018 there were a total of 26,485,129 shares issued and outstanding.
 
Preferred Shares

As at December 31, 2018 and March 31, 2018 there were a total of 1,000,000 preferred shares issued and outstanding.  Preferred shares have no dividend rights, are convertible into shares of common stock on the basis of 500 shares of common stock for each one preferred share and:
  
a.  
In the event of any liquidation or winding up of the Company, the Holder of the Series A Preferred Stock shall be issued Five Hundred (500) shares of Common Stock for every share of Series A Preferred Stock; and,
 
b.  
A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

F-7

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018

Note 5 – Related Party Transactions
  
(1)  
On April 14, 2014, the Company entered into a Service Software Provider Agreement (the "Agreement") with Panash S.A.C ("Provider"), a company owned by our President, Panayis Palexas. Under the Agreement, the Provider will develop creative ads, manage social media networks, maintain and engage existing users via social media networks, and manage the Company's Facebook Fan page.  In addition, the Provider will ensure brand positioning and increase awareness as we grow and retain users.  The Provider will be paid by the Company for its services with a minimum of $10,000 monthly or 10% of monthly revenue earned by the application the Provider is servicing. This amount will not exceed of $100,000 per month. Only in the 1st year of operation may accumulate compensation be paid with a Promissory Note which will be due and payable on or before April 30, 2016.
 
During the three and nine months ended December 31, 2018 and 2017 the Company accrued fees of $30,000 and $90,000, respectively, in relation to the above Agreement. The Company did not make any cash payments in the current period, leaving $450,000 on the balance sheets as accounts payable – related party ($360,000 – March 31, 2018).

(2)  
On April 1, 2014, the Company entered into a software license and services agreement with Game Media Works, Ltd. ("GMW"), a company 100% controlled by our President, Panayis Palexas. Under the software license and services agreement, GMW grants to the Company a non-exclusive non-transferable and individual license making the Casino Games, Jackpot Games and Branded Games ("the System") available to End Users to play via the internet using the Cleo's Casino proprietary platform.   The fee for the license of the System is an ongoing usage fee equal to 10% of the monthly gross income generated by the games.
 
During the three months ended December 31, 2018 and 2017, GMW charged $631 and $1,247, respectively, in license fees. During the nine months ended December 31, 2018 and 2017, GMW charged $2,539 and $3,948, respectively, in license fees. The Company didn't make any cash payments, leaving $54,714 on the balance sheet as accounts payable – related parties (March 31, 2018 - $52,175).

(3)  
During the nine months ended December 31, 2018 and 2017, Virtu Citi LLC, a Company controlled by our President, Panayis Palexas, advanced $53,300 and $22,700, respectively, to the Company for ongoing operating expenses. The Company didn't make any cash payments to further reduce the balance, leaving $218,776 on the balance sheet as accounts payable – related parties ($165,476 – March 31, 2018).
 
(4)  
During the fiscal year ended March 31, 2015, Panayis Palexas, sole officer and director of the Company paid operating expenses in the amount of $127,082. The Company did not make any cash payments during fiscal 2018, 2017 or 2016, or during the nine months ended December 31, 2018, leaving $127,082 on the balance sheets as accounts payable – related parties.
 
(5)  
During the fiscal year ended March 31, 2016, Demetris Nicolas Palexas advanced $18,000 to the Company for operating expenses, which amount remains unpaid as of December 31, 2018 and March 31, 2018 and is recorded in the balance sheet as accounts payable – related parties.  Mr. Palexas is the brother of our sole officer and director.
 
 
 (6)  
During the three months ended December 31, 2018 and 2017, Joy Media Works, LLC, a company controlled by our President, Panayis Palexas, did not invoice the Company for advertising expenses. During the nine months ended December 31, 2018 and 2017, Joy Media Works, LLC, invoiced to the Company $0 and $34,725, respectively, for advertising expenses. The Company didn't make any cash payments during the nine months ended December 31, 2018, leaving $188,299 on the balance sheets as accounts payable – related parties as of December 31, 2018 and March 31, 2018.
 
 
F-8

TRUPAL MEDIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2018
 
Note 6 – Commitments and Contingencies
 
 Consulting Agreement
 
On February 18, 2015, the Company entered into a Consulting Agreement with DTWE Investments, LLC ("Consultant").  Under the terms of the agreement the Consultant will assist the Company in the development and execution of an acquisition and corporate financing strategy in connection with the growth and potential public offering of securities of the Company's business. Under the agreement, the Company will:
 
*
Pay Consultant a fee of $60,000 ($5,000 was paid on the execution of this agreement)
 
 
*
Pay 5% of finder's fee for any and all funds introduced by Consultant
 
 
*
Issue 750,000 shares of the Company's common stock upon the first day of trading the Company's shares on a national exchange.
 
On the date of the agreement the Company accrued cash consideration in respect of this agreement in the total amount of $60,000, however of this amount, $30,000 only becomes due and payable upon the first day of trading of the Company's common stock, which has not yet occurred.  As at March 31, 2018 the Company has paid $29,500 of the initial $30,000 in fees payable.  There were no further payments made during the nine months ended December 31, 2018. The Company has not yet issued the 750,000 shares contemplated under the terms of the agreement.  Upon issuance, the Company expects to record a value based on the market price of the Company's common stock on the first day of trading. 
 
Note 7 – Subsequent Events
 
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.


F-9


 
ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
 
In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares of our capital stock.
 
The management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
 
As used in this quarterly report, the terms "we", "us", "our", and "our company" means Trupal Media, Inc., unless otherwise indicated.
 
Corporate Information
 
The address of our principal executive office is 1205 Lincoln Avenue, Suite 220, Miami Beach, FL 33139. Our telephone number is (954) 882-7951.
 
Trupal Media Inc. is a social-casino-game publisher, incorporated in the State of Florida on March 14, 2014. We operate in the gaming content delivery business. The Company launched its flagship social gaming app "Cleo's Casino" on April 1, 2014. Cleo's Casino which is available on Facebook, is an ancient Egyptian themed app that offers 5 slot games per room, with each room being themed around the life story of Cleopatra. Users download the app and purchase virtual coins from the Company to play the various games in the app. Each user plays the first slot game of each room trying to achieve objectives in order to unlock the next slot game in a progressive fashion. A "User" or "Player" is a person who has downloaded the application, signed in and made use of the games. Playing the slots using purchased virtual coins allows users to earn additional virtual coins to extend play.  Slot tournaments have been added to the app for players to compete against each other and win additional virtual coins.  Trupal generates revenue as the users purchase virtual coins in order to commence and continue game play. Since inception, Trupal has integrated more than 40 slot games and slot tournaments.  The Company's ability to become profitable is dependent on our ability to market to a wider audience and thereby generate continuous in app purchases from a broad user base accelerating the purchase of virtual currency for use in our games.
 
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

4

Liquidity and Capital Resources
 
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the nine months ended December 31, 2018 and audited financial statements for the year ended March 31, 2018, along with the accompanying notes.  

Working Capital

 
 
At
December 31,
2018
   
At
March 31,
2018
 
Current Assets
 
$
1,876
   
$
1,035
 
Current Liabilities
 
$
1,087,879
   
$
947,374
 
Working Capital (Deficit)
 
$
(1,086,003
)
 
$
(946,339
)

 Cash Flows

 
 
Nine months ended
December 31,
 
 
 
2018
   
2017
 
Net cash provided by (used in) operating activities
 
$
994
   
$
378
 
Net cash provided by investing activities
   
-
     
-
 
Net cash provided by financing activities
   
-
     
-
 
Net increase (decrease) in cash during period
 
$
994
   
$
378
 
 
Results of Operations

Three months ended December 31, 2018 and 2017

During the three months ended December 31, 2018 and 2017, the Company generated gross revenues of $6,317 and $12,467 respectively, providing a gross profit after costs totaling $2,920 and $7,372 (2017), and incurred operating expenses in three months ended December 31, 2018 of $48,190, compared to $54,814 in the same period ended December 31, 2017.  The reduction to revenues is directly related to reduction to repeat customers on our site, period over period.  Professional, advertising and general and administrative fees were slightly decreased period over period in the current three month period ended December 31, 2018.

The net loss in three months ended December 31, 2018 totaled $44,793 compared to $49,719 in same period ended December 31, 2017.

Nine months ended December 31, 2018 and 2017

During the nine months ended December 31, 2018 and 2017, the Company generated gross revenues of $25,395 and $39,479 respectively, providing a gross profit after costs totaling $10,308 and $16,713 (2017), and incurred operating expenses in nine months ended December 31, 2018 of $149,972, compared to $172,014 in the same period ended December 31, 2017.  The reduction to revenues and operating expenses is directly related to a reduced expenditure on advertising period over period.  Professional fees over the comparative period were also reduced from $21,108 in the nine months ended December 31, 2017 to $15,125 in the current nine-month period ended December 31, 2018. General and administrative costs were slightly increased period over period.

The net loss in the nine months ended December 31, 2018 totaled $139,664 compared to $155,301 in same period ended December 31, 2017.

Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
 
5

Critical Accounting Policies and Estimates
 
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Unaudited Financial Statements, included herein.

Going Concern

The Company has incurred net losses since inception and had a working capital deficit of $1,086,003 at December 31, 2018 ($946,339 at March 31, 2018).  These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.

Recent Accounting Pronouncements
The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

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
 
Management's Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
 
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms with our board and officers' collaboration to ensure effectiveness as we grow. We have engaged an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.
6

 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the quarterly 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
 
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
 
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

The following exhibits are filed herewith:

 
Exhibit Number
 
Description
 
 
 
 
7


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.

 
 
 
  Trupal Media, Inc.
 
 
 
 
Date:
February 14, 2019
By:
/s/ Panayis Palexas
 
 
Name:
Panayis Palexas
 
 
Title:
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer & Director

8