Company Quick10K Filing
Vortex Blockchain Technologies
Price-0.00 EPS-0
Shares21 P/E0
MCap-0 P/FCF0
Net Debt-0 EBIT-0
TEV-0 TEV/EBIT0
TTM 2018-06-30, in MM, except price, ratios
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VXBT 10Q Quarterly Report

Part I - Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II - Other Information
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 1.
Note 1 - Nature of Operations
Note 2 - Summary of Significant Accounting Policies
Note 3 -Income Taxes
Note 4 - Fair Value Measurements
Note 5 - Related Party Transactions
Note 6 - Common Stock
Note 7 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II
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 uagranite_ex31.htm
EX-32 uagranite_ex32.htm

Vortex Blockchain Technologies Earnings 2016-12-31

Balance SheetIncome StatementCash Flow

10-Q 1 ua_10q.htm 10Q UNITED STATES


GUNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)


þ

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2016.


Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                  to                 .


Commission file number: 333-189414


UA GRANITE CORPORATION

(Exact name of registrant as specified in its charter)


Nevada
(State or other jurisdiction of
incorporation or organization)

80-0899451

(I.R.S. Employer
Identification No.)


10 Bogdan Khemlnitsky Street #13A

Kiev, Ukraine 01030

 (Address of principal executive offices)    (Zip Code)


+380 6364 19991  

Registrants telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No


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

Large accelerated filer   Accelerated filer  Non-accelerated filer  Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No


Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrants common stock, $0.00001 par value (the only class of voting stock), at February 14, 2017 was 5,650,000.




TABLE OF CONTENTS


PART I FINANCIAL INFORMATION


Item 1.  

Financial Statements

3


Balance Sheets as of December 31, 2016 (unaudited) and March 31, 2016 (audited)

4


Unaudited Condensed Statements of Operations for the three and nine month periods ended  

December 31, 2016 and December 31, 2015

5


Unaudited Condensed Statements of Cash Flows for the nine month periods ended

December 31, 2016 and December 31, 2015

6


Statement of Changes in Stockholders Deficit from March 31, 2015 to

December 31, 2016...  7


Condensed Notes to Unaudited Financial Statements

8


Item 2.  

Management's Discussion and Analysis of Financial Condition

and Results of Operations

14


Item 3.  

Quantitative and Qualitative Disclosures about Market Risk

18


Item 4.

Controls and Procedures

18


PART II OTHER INFORMATION


Item 1.  

Legal Proceedings

19


Item 1A.

Risk Factors

19


Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

19


Item 3.  

Defaults upon Senior Securities

19


Item 4.  

Mine Safety Disclosures

19


Item 5.  

Other Information

19


Item 6.  

Exhibits

19


Signatures

20


Index to Exhibits

21







ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms Company, we, our, us, it, and its refer to UA Granite Corporation., a Nevada corporation, unless otherwise indicated.  In the opinion of management, the accompanying unaudited condensed consolidated financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.


 

FINANCIAL STATEMENTS



UA Granite Corporation


December 31, 2016


Index


Balance Sheets as of December 31, 2016 (unaudited) and March 31, 2016

F-1


Statements of Operations for the three and nine month periods ended

December 31, 2016 and 2015 (unaudited)

F-2


Statements of Cash Flows for the nine month periods ended December 31, 2016 and 2015

(unaudited)

F-3


Statement of Changes in Stockholders Deficit from March 31, 2015

through December 31, 2016 (unaudited)

F-4


Notes to the Financial Statements (unaudited)

F-5






















UA Granite Corporation

Balance Sheets

December 31, 2016 and March 31, 2016
(unaudited)




December 31, 2016


March 31,

 2016




ASSETS






Current Assets



Cash

$

$

95 

Total Assets

$

$

95 







LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)






Current Liabilities






Accounts Payable and Accrued Liabilities

945 

1,460 

Accounts Payable  - Related Party

37,970 

21,500 

Due to Directors

13,603 

13,703 

Total Liabilities

52,518 

36,663 

Stockholders Equity (Deficit)






Common Stock (75,000,000 shares authorized, par value 0.00001 and 5,650,000 shares issued and outstanding at December 31, 2016 and March 31, 2016, respectively)

57 

57 




Additional Paid in Capital

30,956 

28,470 

Accumulated Deficit

(83,531)

(65,095)




Total Stockholders Equity (Deficit)

(52,518)

(36,568)




Total Liabilities and StockholdersEquity (Deficit)

$

$

95 






 

 

 

F-1

(The Accompanying Notes are an Integral Part of These Financial Statements)




UA Granite Corporation

Statements of Operations

For the Three and Nine Month Periods Ended December 31, 2016 and 2015

(unaudited)

 









Three Months

 Ended

December 31,

2016


Nine Months

Ended

December 31,

2016


Three Months  Ended

December 31,

 2015


Nine Months

 Ended

December 31,

2015













Operating Expenses













Legal and accounting  


$        1,670

$         5,886

$         2,620

$         5,280


Consulting  


500

4,090

1,990

15,852


General and administrative


104

5,974

200

320








Total Operating Expenses



 

 

2,274


 

 

15,950


4,810


21,452







Other Expense






Imputed interest expense


949

2,486

271

743


Net Loss



$      (3,223)


$    (18,436)

$      (5,081)

$    (22,195)




















Net Loss Per Common Share Basic and Diluted



 

 

 

$       (0.00)


 

 

 

$       (0.00)


 

 

 

$       (0.00)


 

 

 

$       (0.00)






  


Weighted Average Number of Common Shares Outstanding  


             5,650,000

             5,650,000

             5,650,000

             5,650,000


 

 

 

 

F-2


(The Accompanying Notes are an Integral Part of These Financial Statements)


 




 UA Granite Corporation

Statements of Cash Flows

For the Nine Month Periods Ended December 31, 2016 and 2015

(unaudited)

 







Nine Months

 Ended

December 31, 2016







Nine Months

Ended

 December 31, 2015


 






Operating Activities






Net loss

 

$(18,436)

$(22,195)

Adjustment to reconcile net loss to net cash used by operating activities:



Imputed interest

2,486 

743 




Changes in operating assets and liabilities:



Accounts payable and accrued liabilities

(515)

1,614 







Net Cash Used in Operating Activities

(16,465)
(19,838)




Financing Activities






Proceeds from related parties

16,470 

15,000 

Proceeds from director

900 

1,720 

Repayment to director

(1,000)

-

Net Cash Provided by Financing Activities

16,370 

16,720 




 

Increase (Decrease) in Cash

(95)

(3,118)




 

Cash - Beginning of Period

95 

3,118 

Cash End of Period

$

$




Supplemental Disclosure of Cash Flow information




        Interest


$       -

$    -

 

 

        Income   taxes


$       -

$    -





F-3


(The Accompanying Notes are an Integral Part of These Financial Statements)






UA Granite Corporation

Statement of Changes in Stockholders Deficit

From March 31, 2015 to December 31, 2016

(unaudited)





















Common Stock


Additional Paid

Accumulated



Shares


Amount

in Capital

Deficit

Total








Balances at  March 31, 2015

5,650,000


$

57

$

26,927

$

(40,698)

$

(13,714)

Imputed interest

-


-

1,543

1,543 

Net loss

-


-

-

(24,397)

(24,397)

Balances at  March 31, 2016

5,650,000


$

57

$

28,470

$

(65,095)

$

(36,568)

Imputed interest

-


-

2,486

2,486 

Net loss

-


-

-

(18,436)

(18,436)

Balances at  December 31, 2016

5,650,000


$

57

$

30,956

$

(83,531)

$

(52,518)




 







F-4

(The Accompanying Notes are an Integral Part of These Financial Statements)

 

 




UA Granite Corporation

Notes to the Financial Statements

December 31, 2016

(unaudited)


NOTE 1 NATURE OF OPERATIONS


DESCRIPTION OF BUSINESS AND HISTORY


UA Granite Corporation (the Company) was incorporated on February 14, 2013 in the State of Nevada.

 

The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations. 


GOING CONCERN


These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  As at December 31, 2016 the Company has a working capital deficiency, has not generated revenues and has accumulated losses since inception.  The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the Companys ability to continue as a going concern.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF PRESENTATION


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Companys fiscal year-end is March 31.


USE OF ESTIMATES


The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.


 


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


CASH AND CASH EQUIVALENTS


The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at December 31, 2016 or March 31, 2016.



INCOME TAXES


The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.


LOSS PER COMMON SHARE


The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of December 31, 2016 and March 31, 2016, there were no common stock equivalents outstanding.


FAIR VALUE OF FINANCIAL INSTRUMENTS


Pursuant to ASC No. 820, Fair Value Measurements and Disclosures, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31, 2016. The Companys financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.



Recent Accounting Pronouncements


In May 2014, ASU guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.


In January 2015, an ASU was issued to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items.  Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence.




Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This ASU is effective for annual periods

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


RECENTLY ISSUED ACCOUNTING STANDARDS - continued


beginning after December 15, 2015, including interim periods within those annual periods.  An entity may apply this ASU prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted.  The Company does not expect the amendments in this ASU to have any impact on its financial statements.


In November 2015, an ASU was issued to simplify the presentation of deferred income taxes.  The amendments in this ASU require that deferred tax liabilities and assets be classified as non-current in a classified balance sheet as compared to the current requirements to separate deferred tax liabilities and assets into current and non-current amounts.  This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Earlier application is permitted.  This ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented.  The Company is currently evaluating this guidance and the impact it will have on its financial statements.

 

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases.  The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.  The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.  Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied.  Earlier application is permitted.  The Company is currently evaluating this guidance and the impact it will have on its financial statements.


In March 2016, an ASU was issued to reduce complexity in the accounting for employee share-based payment transactions.  One of the simplifications relates to forfeitures of awards.  Under current GAAP, an entity estimates the number of awards for which the requisite service period is expected to be rendered and base the accruals of compensation cost on the estimated number of awards that will vest.  This ASU permits an entity to make an entity-wide accounting policy election either to estimate the number of forfeitures expected to occur or to account for forfeitures in compensation cost when they occur.  This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods.  Earlier application is permitted.  The Company is currently evaluating this guidance and the impact it will have on its financial statements.



NOTE 3 -INCOME TAXES


Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are




classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.


NOTE 3 -INCOME TAXES Continued


The Company currently has net operating loss carry forwards aggregating $81,045 (2016: $65,095), which expire through 2030. The deferred tax asset related to the carry forwards has been fully reserved.


The Company has deferred income tax assets, which have been fully reserved, as follows as of December 31, 2016:





December 31,   2016

 March 31,  

2016


Deferred tax assets



$

27,555 

$

21,607 


 

 

 

Valuation allowance for deferred tax assets




        (27,555)

         (21,607)

 


 

 

Net deferred tax assets



$

-

$             -


 

 



NOTE 4 FAIR VALUE MEASUREMENTS


The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.


ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.


ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:


Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.



 

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


 

Level 3

 Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)

 NOTE 4 FAIR VALUE MEASUREMENTS Continued


The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2016 and March 31, 2016:


Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

 


NOTE 5 - RELATED PARTY TRANSACTIONS

 

A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of December 31, 2016, the director has advanced a total of $13,603. The advances are without specific terms of repayment. Imputed interest of $271 and $271 was charged to additional paid in capital during the three month periods ended December 31, 2016 and December 31, 2015 respectively.  Imputed interest of $854 and $743 was charged to additional paid in capital during the nine month periods ended December 31, 2016 and December 31, 2015, respectively.


A related entity has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of December 31, 2016, the related entity has advanced a total of $37,970. The advances are without specific terms of repayment. Imputed interest of $678 was charged to additional paid in capital during the three month period ended December 31, 2016 and imputed interest of $1,632 was charged to additional paid in capital during the nine month period ended December 31, 2016.



An entity related to one of the Companys directors has provided services in connection with our public disclosure obligations. As of December 31, 2016, the related entity was paid a total of $4,090.



NOTE 6 - COMMON STOCK


On February 14, 2013, the Company issued 5,000,000 common shares to Myroslav Tsapaliuk, the

founder of the Company.


On December 12, 2013, the Company issued 650,000 common shares in a registered offering to

subscribers for total proceeds of $26,000.


As of December 31, 2016, the Company has 5,650,000 common shares issued and outstanding.


NOTE 7 SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no events to disclose.





ITEM 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This Managements Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is March 31. All information presented herein is based on the three and nine months ended December 31, 2016, and December 31, 2015.


Overview


The Company is currently in the process of evaluating business opportunities and has minimal operating levels. We can provide no assurance that we will be successful in identifying suitable business opportunities, or if we are able to identify suitable business opportunities, that we will be able to find an adequate source of financing to acquire any business or business assets, and commence operations, or that those operations, if commenced, will be successful in generating profits.


Our Plan of Operation


The Companys plan of operation over the next twelve months is to identify and acquire a suitable business opportunity. However, we will not be able to pursue any new business opportunities that we might identify without additional financing to provide for ongoing operations. Management is actively seeking new financing to this end while we evaluate potential businesses.


We anticipate that in order to maintain operations while we evaluate new businesses the Company will need debt or equity funding of at least $50,000 over the next twelve months. Should we be successful in identifying a new business opportunity the Company will require additional funding to evaluate and prospectively acquire any given opportunity. The amount of such additional funding will depend on the business and is not determinable at this time.


Other than shareholder loans, we do not believe that debt financing will be an attractive means of funding our business development as we do not have tangible assets to secure debt financing. Rather, we anticipate that future funding will be in the form of shareholder loans and equity financing from the sale of our common stock. However, we do not currently have any financing arrangements in place and cannot provide prospective investors with any assurance that we will be able to procure sufficient funding to fund our plan of operation. Accordingly, we will require continued financial support from our shareholders and creditors until we are able to generate sufficient net cash flow from active operations on a sustained basis.


Results of Operations


During the three and nine months ended December 31, 2016, the Company (i) sought out prospective business opportunities; and (ii) satisfied continuous public disclosure requirements.



Our operations for the three and nine months ended December 31, 2016 and 2015 are summarized below.

 


Three months
ended
December 31, 2016


Nine months ended December 31, 2015


Three months ended

December 31, 2015


Nine months ended December 31, 2015

Expenses:








  

 Legal and accounting

$

    1,670 


5,886 


2,620 


 

5,280 

   

 

Consulting


 

500 


 

4,090 


 

1,990 


 

15,852 

   

 

Administrative


 

104 


 

5,974 


 

200 


 

320 

   

 

 Imputed interest


 

949 


 

2,486 


 

271 


 

743 

Net loss

$

(3,223)


 

(18,436)


(5,081)


 

(22,195)



Net Loss


Net loss for the three months ended December 31, 2016, was $3,223 as compared to net loss of $5,081 for the three months ended December 31, 2015. The decrease in net losses over the comparable three month periods ended December 31, 2016, and December 31, 2015, can be primarily attributed to a decrease in professional fees, administrative costs, and consulting expenses offset by an increase in imputed interest.


Net loss for the nine months ended December 31, 2016, was $18,436 as compared to net loss of $22,195 for the nine months ended December 31, 2015. The decrease in net losses over the comparable nine month periods ended December 31, 2016, and December 31, 2015, can be primarily attributed to a decrease in consulting expenses offset by an increase in professional fees, administrative costs, and imputed interest.


We did not generate revenue during this period and expect to continue to incur losses over the next twelve months at a rate comparable to the current quarterly period presented here or until such time as we are able to conclude the acquisition or development of a new business opportunity that produces net income.


Capital Expenditures


The Company expended no amounts on capital expenditures for the three and nine  month periods ended December 31, 2016 and 2015.


Income Tax Expense (Benefit)


The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.


Impact of Inflation


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


Liquidity and Capital Resources


Since inception, the Company has experienced significant changes in liquidity, capital resources, and stockholders deficiency.


The Company had current and total assets of $0 and a working capital deficit of $52,518, as of December 31, 2016, as compared to current and total assets of $0, and a working capital deficit of $36,568 as of




March 31, 2016. Accumulated deficit was $83,531 at December 31, 2016, as compared to an accumulated deficit of $65,095 at March 31, 2016.





Cash Used in Operating Activities


Net cash flow used in operating activities for the nine month period ended December 31, 2016 was $16,465 as compared to $19,838 for the nine month period ended December 31, 2015, which differences reflect the comparative changes in working capital in the current period. Net cash flow used in operating activities in the prior period can also be primarily attributed to changes in working capital and accounts payable.  Operating activities include but are not limited to, personnel costs, accounting fees and consulting expenses while changes in working capital include accounts payable and accrued liabilities.


We expect to continue to use net cash flow in operating activities over the next twelve months or until such time as the Company can generate revenue to offset expenses in order to transition to providing net cash flow from operations.


Cash Used in Investing Activities


We do expect to use net cash flow in investing activities in connection with the development or acquisition of a suitable business opportunity in a future period. However, until such time as such unidentified opportunity is concluded, we do not expect to use net cash flows in investing activities.


Cash Flows from Financing Activities


Cash flow provided by financing activities for the nine months ended December 31, 2016, were $16,370 as compared to $16,720 for the nine months ended December 31, 2015. The decrease in cash flow provided from financing activities over the comparative nine month periods can be attributed to unsecured loan amounts procured from a director and related parties.  


We expect to continue to rely on cash flows provided by financing activities to procure sufficient funds to maintain operations in order to seek out suitable business opportunities.


The Companys current assets are insufficient to conduct its plan of operation over the next twelve (12) months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to maintain operations.  The Company has no current commitments or arrangements with respect to, or immediate sources of this funding. Further, no assurances can be given that funding is available. The Companys directors, officers, shareholders and related parties are the most likely source of new funding in the form of loans or equity though none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Companys inability to obtain sufficient funding to maintain operations will have a material adverse affect on its ability to fulfill its current plan of operation.


The Company does not intend to pay cash dividends in the foreseeable future.


The Company had no lines of credit or other bank financing arrangements as of December 31, 2016.


The Company had no commitments for future capital expenditures that were material at December 31, 2016.





The Company has no defined benefit plan or contractual commitment with any of its officers or directors.


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


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


Off-Balance Sheet Arrangements


As of December 31, 2016, we have no significant 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.


Future Financings

We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to continue to fund our business operations. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Critical Accounting Policies


In Note 2 to the audited financial statements for the years ended March 31, 2016 and 2015, included in our Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position.  The Company believes that the accounting principles utilized by it conform to US GAAP.


The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities.  The actual results may differ from these estimates under different assumptions or conditions.

Going Concern

The Companys auditors have expressed an opinion as to the Companys ability to continue as a going concern as a result of an accumulated deficit of $83,531 since inception and negative cash flows from operating activities during the period ended December 31, 2016.  The Companys ability to continue as a going concern is subject to the ability of the Company to obtain funding.  Managements plan to address the Companys ability to continue as a going concern includes obtaining funding from the private placement of equity or through debt financing.  Management believes that it will be able to obtain funding to allow the Company to remain a going concern through the methods discussed above, though there can be no assurances that such methods will prove successful.


Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition


The statements contained in the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this current report, with the exception of historical facts, are forward-looking statements. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not




materialize. These statements include, but are not limited to, statements concerning:


·

our anticipated financial performance and business plan;

·

the sufficiency of existing capital resources;

·

our ability to raise capital to fund cash requirements for future operations; and

·

uncertainties related to the Companys future business prospects.


We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated. We also wish to advise readers not to place any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.


ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not required for smaller reporting companies.


ITEM 4.            CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


In connection with the preparation of this quarterly report, an evaluation was carried out by the Companys management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of December 31, 2016. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.


Based on that evaluation, the Companys management concluded, as of the end of the period covered by this report, that the Companys disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commissions rules and forms, and such information was not accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.


Changes in Internal Control over Financial Reporting


There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2016, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.




 PART II

Item 1.               Legal Proceedings.

None.

Item 1A.             Risk Factors

Not required.

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


Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 21 of this Form 10Q, and are incorporated herein by this reference.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UA GRANITE CORPORATION



By:

 


Myroslav Tsapaliuk ___________________________

 

Myroslav Tsapaliuk, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

 

 

 

 

Date:

February 14, 2017

 






INDEX TO EXHIBITS


Exhibit

Description




31

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Myrsoslav Tsapaliuk, certify that:


1.           I have reviewed this quarterly report on Form 10-Q of UA Granite Corporation;


2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.           Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;


4.           The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and


5.           I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

a)           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

 

Date: February 14, 2017

s/ Myroslav Tsapaliuk

________________________

Myroslav Tsapaliuk

Chief Executive Officer and Chief Financial Officer



Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the report on Form 10-Q of UA Granite Corporation for the quarterly period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof, I, Myroslav Taspaliuk hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:


(1)        The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Myroslav Tsapaliuk

__________________________

Myroslav Tsapaliuk

Chief Executive Officer and Chief Financial Officer


February 14, 2017


This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this report), irrespective of any general incorporation language contained in such filing.


A signed original of this written statement required by §906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.