Company Quick10K Filing
Ultimate Products
Price-0.00 EPS-0
Shares5 P/E0
MCap-0 P/FCF0
Net Debt-0 EBIT-0
TEV-0 TEV/EBIT0
TTM 2018-06-30, in MM, except price, ratios
10-Q 2018-06-30 Filed 2018-08-20
10-K 2018-03-31 Filed 2018-07-02
10-Q 2017-12-31 Filed 2018-02-14
10-Q 2017-09-30 Filed 2017-11-13
10-Q 2017-06-30 Filed 2017-08-11
10-K 2017-04-30 Filed 2017-07-21
10-Q 2016-12-31 Filed 2017-02-14
10-Q 2016-09-30 Filed 2016-11-21
10-Q 2016-06-30 Filed 2016-08-22
10-K 2016-03-31 Filed 2016-06-16
10-Q 2015-12-31 Filed 2016-02-22
10-Q 2015-09-30 Filed 2015-11-16
10-Q 2015-06-30 Filed 2015-08-14
10-K 2015-03-31 Filed 2015-07-13
10-Q 2014-12-31 Filed 2015-02-17
10-Q 2014-09-30 Filed 2014-11-14
10-Q 2014-06-30 Filed 2014-08-14
10-K 2014-03-31 Filed 2014-06-30
10-Q 2013-12-31 Filed 2014-02-18
10-Q 2013-09-30 Filed 2013-11-12
10-Q 2013-06-30 Filed 2013-08-15
10-K 2013-03-31 Filed 2013-07-01
10-Q 2012-12-31 Filed 2013-02-19
10-Q 2012-09-30 Filed 2012-11-19
10-Q 2012-06-30 Filed 2012-08-14
10-K 2012-03-31 Filed 2012-07-13
10-Q 2011-12-31 Filed 2012-02-15
10-Q 2011-09-30 Filed 2011-11-21
10-Q 2011-06-30 Filed 2011-08-11
10-K 2011-03-31 Filed 2011-07-13
10-Q 2010-12-31 Filed 2011-02-22
10-Q 2010-09-30 Filed 2010-12-07
10-Q 2010-06-30 Filed 2010-08-19
10-K 2010-03-31 Filed 2010-07-09
10-Q 2009-12-31 Filed 2010-02-16

ULPC 10K Annual Report

Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Note 1 - Nature of Business
Note 2 - Significant Accounting Policies
Note 3 - Stockholders' Equity
Note 4 - Income Taxes
Note 5 - Related Party Transactions
Note 6 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) of The Exchange Act.
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships, Related Transactions and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules.
EX-31.1 f10k033118_ex31z1.htm
EX-32.1 f10k033118_ex32z1.htm

Ultimate Products Earnings 2018-03-31

Balance SheetIncome StatementCash Flow
4703022045-2940-27925-52910-778952013201520172019
Assets, Equity
-200.0-1230.0-2260.0-3290.0-4320.0-5350.02013201520172019
Rev, G Profit, Net Income
909054581826-1806-5438-90702013201520172019
Ops, Inv, Fin

10-K 1 f10k033118_10k.htm FORM 10K ANNUAL REPORT Form 10K Annual Report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2018 

 

Commission file number 333-152011

 

ULTIMATE PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

118 Del Oro Lagoon

Novato, CA 94949

(Address of principal executive offices, including zip code)

 

(415) 328-7207

(Registrant's telephone number, including area code)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:

Yes [   ] No [   ]

 

Indicate by check mark whether the registrant(1) has filed all reports required 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 day.

Yes [X] No [   ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

 

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 filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if 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 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 Act).

Yes [   ] No [X]

 

5,245,535 shares of Common Stock, par value $0.001, were outstanding on June 29, 2018.


1


TABLE OF CONTENTS

 

 

Page

 

 

PART I

 

Item 1.

Description of Business.

3

Item 1A.

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

6

Item 2.

Properties.

6

Item 3.

Legal Proceedings.

6

Item 4.

Mine Safety Disclosures.

6

 

 

 

PART II

 

Item 5.

Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.

7

Item 6.

Selected Financial Data.

8

Item 7.

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

8

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

10

Item 8.

Financial Statements and Supplementary Data.

F-1

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

11

Item 9A.

Controls and Procedures.

11

Item 9B.

Other Information.

12

 

 

 

PART III

 

Item 10.

Directors and Executive Officers, Promoters and Control Persons.

12

Item 11.

Executive Compensation.

13

Item 12.

Security Ownership of Certain Beneficial Owners and Management.

15

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

15

Item 14.

Principal Accounting Fees and Services.

15

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules.

16


2


PART I

 

ITEM 1. BUSINESS

 

Cautionary Note

 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2018. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.

 

Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Readers should not place undue reliance on these forward-looking statements and are cautioned that any such forward-looking statements are not guarantees of future performance. We assume no obligation to update any forward-looking statements.

 

References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Ultimate "we," "our," and "us" refer to Ultimate Products Corporation Investors and security holders may obtain a free copy of the annual report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the annual report on Form 10-K and other documents filed by Ultimate with the sec may also be obtained from Ultimate Products Corporation By directing a request to Ultimate, Attention: George Vogelei , President and Chief Executive Officer, 118 Del Oro Lagoon, Novato, CA 94949 telephone number (571) 533-1201.

 

General

 

UPC has yet to commence planned operations to any significant measure. The Company has had only limited start-up operations and has not generated any revenues. The Company believes that it will be able to implement the business plan and conduct business pursuant to the business plan for the next 12 months with an additional capital infusion of approximately $500,000. There is no assurance that the Company will be successful in raising the additional capital and if they are not successful in raising this additional capital, they will fail.

 

Since becoming incorporated, the Company has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Ultimate Products has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

 

As of March 31, 2018, UPC has raised $17,300 through the sale of common stock since inception. There was no cash on hand in the corporate bank accounts. UPC currently has $90,379 in liabilities. In addition, as of the date of this annual report, we have not yet generated or realized any revenues from our business operations.

 

Since our inception, we have been engaged in business planning activities including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our products and identifying future sources of capital. We have also submitted an application to register a trademark for the board product as “Ultimate Building Board ™”.

 

Currently, UPC has one Officer and Director. Our Officer and Director has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the Company. Other than the Officer/Director, there are no employees at the present time and there are no plans to hire employees during the next twelve months. The Company’s business address is 118 Del Oro Lagoon, Novato, CA 94949.

 

Ultimate Product’s fiscal year end is March 31.


3


Background

 

Ultimate Products Corporation (hereinafter referred to as “UPC” or the “Company”) a Nevada corporation, has the business objective of developing, producing and distributing, a magnesium oxide board called “Ultimate Building Board ™” for use in a number of applications.

 

The Product

 

Magnesium oxide board or “Ultimate Building Board ™” is a factory-made, non-insulating sheathing board product. It can be used for a number of applications including wall and ceiling linings, fascias, soffits, tile backing and underlayment. It is made of magnesium oxide, and generally replaces drywall or cement board–but with much-improved characteristics such as fire resistance, weatherability, strength, and resistance to mold and mildew.

 

Ultimate Building Board ™ is available in many forms, and for building construction, comes in various thicknesses and sheet sizes. It also comes in various styles, such as smooth finishes, rough textures, and utility grades. It is white, beige or light gray in color.

 

Magnesium board is a non-nutrient to mold or fungus and does not support insect life. It provides superior moisture resistance in high-humidity areas and combats the growth of mold and mildew. It is waterproof and can be finished with any traditional drywall compound.

 

Ultimate Building Board ™ is a product that is easy to install; it is ‘worked’ like a combination of drywall and cement boards. It can be scored and snapped, although it is stronger than drywall and requires a bit more effort. It can be cut with a power saw, drilled-through and fastened like other similar boards.

 

Like any sheathing board, magnesium boards can absorb water but its performance will be unaffected. Thus, it can be used indoors and outdoors, and in damp locations, such as showers. However, if magnesium board is used outdoors in an exposed location, it needs some form of coating, such as paint. Magnesium board can be used structurally–as in shearing for walls–and also semi-structurally, such as an underlayment for flooring.

 

Applications

 

The product is a fire resistant, water resistant and high-impact construction panel that is well-suited for both interior and exterior sheathing applications. With its mold resistant, fire resistant and high impact properties, it can be used whenever there is a high value placed on a building’s contents and equipment or when health and safety concerns exist.

 

Applications include single-family homes, apartment complexes, commercial high-rise buildings, theaters, museums, schools, hospitals, retail, hotels, restaurants, nightclubs, airports, subway stations, tunnels, fire separations, etc.

 

In many applications, magnesium boards can be used in the same ways as gypsum and Portland cement sheathings. The substitution is not fully direct in terms of sheet thicknesses, fastening methods and joint treatments, but is very similar. There are multiple possible uses of magnesium board including:

 

Fire walls. 

Partitions. 

Structural sheathing for wood or metal stud walls. 

Shower stalls tile backer board. 

Facings for structural panels engineered to use magnesium board as the facing. 

Shaft liners. 

Ceilings. 

Soffits. 

Fascia. 

Substrates for coatings and insulated systems (such as Direct-Applied Finish Systems, EIFS, and  stucco). 


4


Market and Competitive Business Conditions

 

The use of magnesium board is a new technology and process. Production and distribution of magnesium board is being expanded rapidly to meet the high demand around the world–including the potentially enormous North American construction market.

 

There are dozens of companies that make magnesium board, most of which are in Asia. There are several large producers, but most are small local manufacturers who serve a region. Some of the suppliers who have branded products in the US include Magnum Board, Dragonboard, Strong–Enviro Board, and MagBoard. All these suppliers import the boards from Asia.

 

The emerging magnesium board industry in the U.S. is well along in developing the necessary technical backup information to allow its use in our market. This includes basic documents like design data, structural and fire testing, installation standards, specifications and code approvals. Once this data is available, the market should develop quickly. However UPC cannot guarantee this will be the case.

 

From a production standpoint, the lack of raw magnesium from mines in North America from which to make the boards is a major factor in lack of production of the board in this country. Also, the labor intensiveness of the production process requires low cost labor. A significant portion of the cost of a sheet of magnesium board is getting it from the factory to the distributors, so low-FOB prices are essential. Virtually all magnesium board comes from overseas, and a significant portion of the cost can be in ocean shipping to get it to the North American seaports.

 

The building material distribution industry is replete with competition at all levels of expertise and ethical variances. By maintaining strong community ties and mandating the highest level of courtesy, personal service and ethical standards, UPC can gain and maintain a stellar reputation for honesty and customer loyalty, thereby insuring repeat business. Additionally, the Company will spend considerable efforts in developing customer relationships that insure repeat business for the non-consumable products offered by UPC.

 

Market Strategy

 

Currently magnesium board is available from several commercial distributors who have business alliances with the producers overseas. As with any new product, credibility of the manufacturer and quality of their product is a key to meeting job specifications and expanding the market. Accordingly, we will focus on quality control and insure that all the boards sold will meet the most rigorous standards.

 

The Company believes that there is tremendous potential in industrial markets for magnesium based products and Ultimate Building Board ™ provides the next generation of building materials to the construction industry. Ultimate Building Board ™ is, made of mineral compounds and used in a broad range of building and construction applications, such as: single & multifamily housing, business offices, churches and medical facilities. The board has exceptional construction properties, such as: fire resistant, moisture resistant, mold & mildew resistant, insect resistant, and sound and heat insulation, that make it desirable as a replacement for; gypsum boards, cement boards, and plywood or wood laminates. It can be manufactured in wide range of widths, lengths, and thickness depending upon the building application and the architectural specifications and designs. And it can be manufactured in a wide range of colors, finishes, and textures, depending upon the application and the user’s specifications. Since magnesium oxide board has both fire-resistance and mold resistance characteristics the potential for use in industrial, commercial, medical and other facilities that must meet environmental and fire resistant standards simultaneously is growing. Magnesium board is already widely used in these types of structures outside the United States. Marketing the magnesium board in states like California, Texas and Florida that have a need for both the fire retardant qualities as well as the environmentally friendly characteristics will provide the Company a large and concentrated market for its products. In medical facilities there is a need for strong fire-resistant materials that along with maintaining its strength over time also needs to have a strong anti-mold rating to maintain sterility in its environs. Ultimate Building Board ™ is designed to fulfill this critical need.

 

In commercial and industrial applications, magnesium board is an eco-friendly fire-resistant, sound dampening alternative to current gypsum based drywall. With increasing research into the potential health hazards of gypsum dust, magnesium board provides contractors with an environmentally friendly option that performs better over time and provides better insulation to buildings than drywall, which is most frequently used today. As green building requirements increase in both new commercial and residential construction projects, magnesium board will provide an appealing option for building contractors throughout the US.

 

Some of the initial focus will be in more progressive states such as California, Washington, Oregon, and Colorado which have been in the forefront of using “green” building materials. For example, there is legislation currently in the California State Assembly that, if passed, would require that all new public buildings in California be constructed “green” using the LEEDS rating system. Marketing magnesium board in states that have traditionally set trends for the rest of the nation on environmental and safety issues can serve as a springboard for marketing campaigns in other states.


5


Need For Government Approval

 

There are no known requirements for any governmental approval or licenses other than the possibility of local business licenses and individual shipment customs requirements.

 

Number of Total Employees and Number of Full Time Employees

 

UPC plans to rely exclusively on the services of George Vogelei, the sole officer and director, to establish business operations and perform or supervise the minimal services required at this time. UPC believes that its operations are currently on a small scale that is manageable by one individual. There are no full or part-time employees. Mr. Vogelei’s responsibilities are mainly administrative at this time, as the Company’s operations are minimal.

 

Employment Agreements

 

There are currently no employment agreements and none are anticipated to be entered into within the next twelve months.

 

Board Committees

 

UPC has not yet implemented any board committees as of the date of this report.

 

Directors

 

The maximum number of directors UPC is authorized to have is seven (7). However, in no event may UPC have less than one director. Although the Company anticipates appointing additional directors, it has not identified any such persons.

 

Facilities

 

UPC’s business address is at 118 Del Oro Lagoon, Novato, CA 94949. Rent, telephone services and storage are currently being provided free of charge by our President.

 

The Company’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

None.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not presently a party to any litigation.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.


6


PART II

 

ITEM 5. MARKET FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

As of the date of this annual report, there is no public market in Ultimate's common stock. The current 15 (c) 211 filing with the Financial Industry Regulatory Authority (FINRA) by the Company is a step toward creating a public market for Ultimate’s stock, which may enhance the liquidity of Ultimate shares. However, there can be no assurance that a meaningful trading market will develop. Ultimate and its management make no representation about the present or future value of Ultimate common stock.

 

As of the date of this report;

 

1. There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Ultimate;

 

2. There are currently 5,245,535 shares of Ultimate common stock held by Thirty Two (32) shareholders. Its sole officer and director George Vogelei, controls 2,500,000 shares, while three (3) non-affiliates own 235,000 shares and one shareholder, Gary Leonard, who is an affiliate due to the size of its holdings, has 2,500,000 shares of our common stock that are eligible to be sold pursuant to Rule 144 under the Securities Act;

 

3. Other than the initial registered stock, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

 

All of the presently outstanding shares of common stock issued to the initial shareholders (5,235,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

 

At the present time, the Company is not classified as a “shell company” under Rule 405 of the Securities Act. The Company believes that simply because it is small and has few assets and has had no revenues does not define Ultimate as a shell company. Our disclosures contained in our registration statement clearly state that we have a definite business plan and fully intend to implement that plan. In the event that either the SEC or the Financial Industry Regulatory Authority (FINRA) disagrees with our assessment, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

 

Holders of Common Stock

 

We had 32 shareholders of record of 5,245,535 shares of our common stock as of March 31, 2018.


7


Section 15(g) of the Securities Exchange Act of 1934

 

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

 

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We have no equity compensation plans and, accordingly, we have no shares authorized for issuance under an equity compensation plan.

 

ITEM 6. SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This section of this annual report on Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Plan of Operation

 

Trends Affecting Our Business

 

We do not recognize any trends which will affect our business. The demand for new construction and renovation will continue as the world's population continues to expand.

 

Plan of Operation For The Next Twelve Months

 

Unless we raise additional capital through the sale of common stock in subsequent private placements, we do not plan to spend any funds on the research and development. Instead, we intend to work with what we have, and focus our efforts on acquiring board production from China in order to increase revenues. In this scenario, our officers intend to focus their efforts on raising additional capital to finance inventory and sales activities.


8


Results of Operations

 

Limited Operating History; Need for Additional Capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. Ultimate was incorporated in the State of Nevada on February 15, 2008.

 

Readers will note that Ultimate has raised a total of approximately $17,300 from the sale of its common stock since inception. As of March 31, 2018, Ultimate had no cash with current liabilities of $90,379. The Company will be required to raise additional funds in order to pay the fees associated with maintaining its status as a reporting company, as defined under the Securities Act of 1934 and fund the above costs associated with its business strategy. The Company will need to raise a minimum of $15,000 over the course of the next twelve months in order to cover expenses related to maintaining its status as a reporting company (legal, auditing, and filing fees) estimated at $13,000 and $2,000 to cover additional working capital associated with maintaining the Company’s capital raising efforts and general corporate expenses. There is no assurance we will receive the required financing to complete our business strategies. Even if we are successful in raising additional capital, we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

 

There is limited historical financial information about us upon which to base an evaluation of our performance. We have generated limited revenues from operations. Primarily this is as a result of not devoting full time to our operations. Our officers and directors have other occupations to which they devote significant time. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive, we have to attract customers to our innovative product after it is brought to market. In addition, we will be required to secure funding for inventory and marketing efforts. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

Our auditors have issued a going concern opinion. This means that there is substantial uncertainty that we will continue operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Liquidity and Capital Resources

 

The Company currently has no cash on hand or current assets. There were total current liabilities of $90,379 as of March 31, 2018 which consisted of $9,400 of accounts payable and shareholder loans totaling $80,979, which created a working capital deficit of $90,379. There were total current liabilities of $79,814 as of March 31, 2017 which consisted of $4,900 of accounts payable and shareholder loans totaling $74,914, which created a working capital deficit of $79,814.

 

We have generated no revenues from our planned business activities. We expect to obtain capital through the sale of our common stock. Revenue from the sale of our product, capital raised from the sale of common stock, and shareholder loans are our only anticipated sources of additional capital. We have not determined the amount of money, if any, we will raise from the sale of our common stock during the next fiscal year.

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.


9


Critical Accounting Policies and Estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.

 

Impairment of long lived assets

 

Long-lived assets of the Company are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value has become impaired, in accordance with the guidance established in Statement of Financial Accounting Standards FASB ASC Topic 360, "Property, Plant and Equipment." An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis

 

Income taxes

 

The Company accounts for income taxes under the provisions of FASB ASC Topic 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.


10


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

ULTIMATE PRODUCTS CORPORATION

Financial Statements

 

March 31, 2018 and 2017

 

 

Page

Report of Independent Registered Accounting Firm

F-2

 

 

Balance Sheets as of March 31, 2018 and 2017

F-3

 

 

Statements of Operations for the years ended March 31, 2018 and 2017

F-4

 

 

Statement of Changes in Stockholders’ Deficit for the years ended March 31, 2018 and 2017

F-5

 

 

Statements of Cash Flows for the years ended March 31, 2018 and 2017

F-6

 

 

Notes to Financial Statements

F-7 – F-9


F-1


To The Board of Directors and Stockholders of

Ultimate Products Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Ultimate Products Corporation (the “Company”) as of March 31, 2018 and 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2018 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since 2017

 

Farmington, Utah

June 29, 2018


F-2


 

ULTIMATE PRODUCTS CORPORATION

Balance Sheets

 

 

 

 

 

 

 

 

 

March 31,

 

 

2018

 

2017

ASSETS

 

Total current assets

$

-

 

$

-

 

 

 

 

 

 

 

 

Trademarks

 

723

 

 

723

 

 

 

 

 

 

 

Total assets

$

723

 

$

723

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

9,400

 

$

4,900

 

Related party payable

 

80,979

 

 

74,914

Total current liabilities

 

90,379

 

 

79,814

 

 

 

 

 

 

 

Commitments and contingencies

 

-

 

 

-

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued or outstanding

 

-

 

 

-

 

Common stock, $.001 par value; 70,000,000 shares authorized; 5,245,535 issued and outstanding as of March 31, 2018 and March 31, 2017, respectively

 

5,245

 

 

5,245

 

Additional paid-in capital

 

17,323

 

 

17,323

 

Accumulated deficit

 

(112,224)

 

 

(101,659)

Total stockholders' deficit

 

(89,656)

 

 

(79,091)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

723

 

$

723

 

 

 

 

 

 

 

See accompanying notes to financial statements.


F-3


ULTIMATE PRODUCTS CORPORATION

Statements of Operations

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

 

2018

 

2017

Revenue

$

-

 

$

-

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

General and administrative

 

235

 

 

-

 

Professional fees

 

10,330

 

 

7,410

Total expenses

 

10,565

 

 

7,410

 

 

 

 

 

 

 

Net loss

$

(10,565)

 

$

(7,410)

 

 

 

 

 

 

 

Net loss per weighted share, basic and fully diluted

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

Weighted average shares outstanding

 

5,245,535

 

 

5,245,535

 

 

 

 

 

 

 

See accompanying notes to financial statements.


F-4


ULTIMATE PRODUCTS CORPORATION

Statement of Changes in Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Additional Paid-in Capital

 

Accumulated Deficit

 

Total

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

 

 

 

Balance, March 31, 2016

-

 

$

-

 

5,245,535

 

$

5,245

 

$

17,323

 

$

(94,249)

 

$

(71,681)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, year ended March 31, 2017

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(7,410)

 

 

(7,410)

Balance, March 31, 2017

-

 

 

-

 

5,245,535

 

 

5,245

 

 

17,323

 

 

(101,659)

 

 

(79,091)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, year ended March 31, 2018

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(10,565)

 

 

(10,565)

Balance, March 31, 2018

-

 

$

-

 

5,245,535

 

$

5,245

 

$

17,323

 

$

(112,224)

 

$

(89,656)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.


F-5


ULTIMATE PRODUCTS CORPORATION

Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

Year ended March 31,

 

 

 

2018

 

2017

Cash flows from operating activities

 

 

 

 

 

 

Net loss

$

(10,565)

 

$

(7,410)

 

Changes in operating liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

4,500

 

 

(740)

Net cash used in operating activities

 

(6,065)

 

 

(8,150)

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

-

 

 

-

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from related party payables

 

6,065

 

 

8,150

Net cash provided by financing activities

 

6,065

 

 

8,150

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

-

 

 

-

 

 

Cash at beginning of period

 

-

 

 

-

 

 

Cash at end of period

$

-

 

$

-

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

Cash paid for income taxes

$

-

 

$

-

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.


F-6


ULTIMATE PRODUCTS CORPORATION

Notes to the Financial Statements

March 31, 2018 and 2017

 

Note 1 – Nature of Business

 

Ultimate Products Corporation (“the Company”) was organized February 15, 2008 under the laws of the State of Nevada for the purpose developing, producing and distributing a magnesium oxide building board called “Ultimate Building Board’ for use in a number of applications including wall and ceiling applications.

 

Note 2 – Significant Accounting Policies

 

Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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.

 

Cash

 

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2018 or 2017.

 

Going concern

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company no material assets nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company is currently attempting to raise capital in order to initiate its business plan which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of this additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.

 

Income taxes

 

The Company accounts for income taxes under the provisions of FASB ASC Topic 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in income tax rates is included in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

 

Share Based Expenses

 

The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC Topic 718 upon formation of the company and expenses share based costs in the period incurred.

 

Recent Accounting Pronouncements

 

We evaluate recent accounting pronouncements as they are issued for applicability to the Company’s accounting practices. The application of recently issued accounting pronouncements do not apply to the Company’s current accounting policies.


F-7


ULTIMATE PRODUCTS CORPORATION

Notes to the Financial Statements

March 31, 2018 and 2017

 

Note 3 – Stockholders’ Equity

 

Net loss per common share

 

Net loss per share is calculated in accordance with FASB ASC Topic 260, Earnings Per Share. The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

 

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. As of March 31, 2018 and 2017 and since inception, the Company had no dilutive potential common shares.

 

Note 4 – Income Taxes

 

On December 22, 2017, the U.S. enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for tax year beginning January 1, 2018. Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. The corresponding adjustment would generally affect the Income Tax Expense (Benefit) shown on the financial statements. However, since the Company has a full valuation allowance applied against all of its deferred tax asset, there is no impact to the Income Tax Expense for the year ending March 31, 2018.

 

When it is more likely than not that a tax asset will not be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%.

 

The SEC has issued guidance in Staff Accounting Bulletin No. 118 that allows for a measurement period of up to one year after the enactment date of the 2017 Tax Reform to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by the end of fiscal year 2019.

 

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended March 31, 2018 or 2017 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns since inception for the Company remain open.

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

 

 

 

March 31,

2018

 

March 31,

2017

Income tax provision (benefit) at the federal statutory rate

 

(3,698)

 

(2,594)

Effect of rate changes on deferred tax assets and valuation allowance

 

15,081

 

-

Change in valuation allowance

 

(11,383)

 

2,594

 

$

-

$

-

 

Net deferred tax assets consist of the following:

 

 

 

March 31, 2018

 

March 31, 2017

Net operating loss carry forward

 

112,224

 

101,659

Deferred tax assets

 

39,279

 

35,581

Change in enacted tax rates

 

(15,081)

 

-

Valuation allowance

 

(24,198)

 

(35,581)

Net deferred tax asset

$

-

$

-


F-8


The Company did not pay any income taxes during the years ended March 31, 2018 or 2017. These losses are available for future years and expire through 2033. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

 

Note 5 – Related Party Transactions

 

The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

 

Through March 31, 2018, the Company has received advances from shareholders in the amount of $80,979. These advances were used to pay for incorporation of Ultimate Products Corporation, the costs associated with the filing to register the Trademark, “Ultimate Building Board™” and operating costs incurred resulting in a related party payable of $80,979 and $74,914 as of March 31, 2018 and 2017, respectively. These advances are non-interest bearing and due on demand and as such are reflected as current liabilities on the balance sheet. Interest has not been imputed due to the immaterial impact this would have on the financial statements as a whole.

 

Note 6 – Subsequent Events

 

The Company has evaluated all subsequent events through the date of the financial statements were issued and determined there are none to disclose.


F-9


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

There have been no disagreements on accounting and financial disclosures from the inception of our Company through the date of this Form 10-K.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report.

 

CEO and CFO Certifications

 

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. 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.

 

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2017. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, we believe that, as of March 31, 2018, the Company’s internal control over financial reporting was not effective based on those criteria.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.


11


Changes in Internal Controls

 

There were no changes in our internal controls over financial reporting during the fiscal year ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

 

Officers and Directors

 

Our directors will serve until his/her successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office.

 

The names, addresses, ages and positions of our present officers and directors are set forth below:

 

Name

 

Age

 

Position

George Vogelei

 

72

 

Pres./Sec./Treas./

 

 

 

 

 

Garry Leonard

 

66

 

Control Person

 

The persons named above have held their offices/positions since our inception and is expected to hold their offices/positions until the next annual meeting of our stockholders.

 

Conflicts of Interest

 

There are no conflicts of interest. Further, we have not established any policies to deal with possible future conflicts of interest.

 

Audit Committee Financial Expert

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

 

Involvement in Certain Legal Proceedings

 

Ultimate Products Corporation is not currently a party to any legal proceedings.


12


Code of Ethics

 

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth the compensation paid by us for the last two years through March 31, 2017, for our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.

 

Summary Compensation Table

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Equity

Nonqualified

 

 

 

 

 

 

 

 

Incentive

Deferred

All

 

 

 

 

 

Stock

Option

Plan

Compensation

Other

 

Name and

 

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

Principal Position

Year

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

George Vogelei

2018

-

-

-

-

-

-

-

-

President, Secretary

2017

-

-

-

-

-

-

-

-

and Treasurer

 

 

 

 

 

 

 

 

 

 

Employment Agreements

 

We have no employment agreements.

 

Compensation of Directors

 

The following table sets forth the compensation paid to each of our directors in 2017. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named directors.

 

Director Compensation

 

Fees

 

 

 

 

 

 

 

Earned

 

 

 

Nonqualified

 

 

 

Or

 

 

Non-Equity

Deferred

 

 

 

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

 

 

Cash

Awards

Awards

Compensation

Earnings

Compensation

Total

Name

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

George Vogelei

-

-

-

-

-

-

-

 

The sole director receives no compensation for attending the meetings of the board of directors. The board of directors met 1 time in fiscal year 2018.

 

Potential Payments Upon Termination or Change-in-Control

 

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.


13


Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.

 

Indemnification

 

The General Corporation Law of the State of Nevada, under which the Company is organized, permits the inclusion in the articles of incorporation of a corporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under Nevada law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

 

The articles of incorporation of the Company contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his or her duty of care. Nevada law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.

 

In addition, the Company’s articles of incorporation and bylaws provide that the Company will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise. The Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

No pending litigation or proceeding involving a director, officer, employee or other agent of the Company as to which indemnification is being sought exists, and the Company is not aware of any pending or threatened material litigation that may result in claims for indemnification by any director, officer, employee or other agent.


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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares. The following table provides the names and addresses of each person known to Ultimate Products Corporation to own more than 5% of the outstanding common stock as of March 31, 2018, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

 

Title of Class

Name and Address

of Beneficial Owner

Amount of

Beneficial Ownership

Percent

of Class*

Common Stock

George Vogelei

2,500,000, shares

47.66%

 

 

 

 

Common Stock

Gary Leonard

2,500,000 shares

47.66%

 

 

 

 

TOTALS

 

5,000,000

95.32%

 

*The percent of class is based on 5,245,535 shares of common stock issued and outstanding as of March 31, 2018.

 

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any transaction that has or will materially affect us:

 

The Officers and Directors; 

 

Any person proposed as a nominee for election as a director; 

 

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock; 

 

Any relative or spouse of any of the foregoing persons who have the same house as such person. 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

(1) Audit Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 

2018

$

5,500

 

Heaton & Company, PLLC

2017

$

5,500

 

Heaton & Company, PLLC

2017

$

2,500

 

Scrudato and CO. PA

 

(2) Audit-Related Fees

 

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

 

2018

$

-

 

Heaton & Company, PLLC

2017

$

-

 

Scrudato and CO. PA


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(3) Tax Fees

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

 

2018

$

-

 

Heaton & Company, PLLC

2017

$

-

 

Scrudato and CO. PA

 

(4) All Other Fees

 

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

 

2018

$

-

 

Heaton & Company, PLLC

2017

$

-

 

Scrudato and CO. PA

 

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

Exhibit No.

 

Document Description

31.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 2nd day of July, 2018.

 

 

ULTIMATE PRODUCTS CORPORATION

 

 

 

 

BY:

/s/ George Vogelei

 

 

George Vogelei

 

 

President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

 

Signature

Title

Date

 

 

 

/s/ George Vogelei

President, Principal Accounting Officer,

July 2, 2018

George Vogelei

Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director

 

 

 

 


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EXHIBIT INDEX

 

 

 

Incorporated by reference

 

Exhibit No.

Document Description

Form

Date

Number

Filed herewith

3.1

Articles of Incorporation.

S-1

11/07/08

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

11/07/08

3.2

 

 

 

 

 

 

 

14.1

Code of Ethics.

S-1

11/07/08

14.1

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 


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